Cigna - Managed Care Company

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					                       UNITED STATES DISTRICT COURT
                   FOR THE SOUTHERN DISTRICT OF FLORIDA
                              MIAMI DIVISION

                                    MDL NO.: 1334

IN RE: MANAGED CARE LITIGATION
_________________________________________________

THIS DOCUMENT RELATES ONLY TO
PROVIDER TRACK CASES
_________________________________________________

CHARLES B. SHANE, M.D., et al.
                                  Plaintiffs,
                    v.

HUMANA, INC.; AETNA, INC.; AETNA-USHC, INC.;
CIGNA; COVENTRY HEALTH CARE, INC.;
HEALTH NET, INC.; HUMANA HEALTH PLAN, INC.;
PACIFICARE HEALTH SYSTEMS, INC.; PRUDENTIAL
INSURANCE COMPANY OF AMERICA; UNITED HEALTH
GROUP; UNITED HEALTH CARE; WELLPOINT HEALTH
NETWORKS, INC.; AND ANTHEM, INC.

                              Defendants.
_________________________________________________

TIMOTHY N. KAISER, M.D., and SUZANNE LeBEL
CORRIGAN, M.D., on behalf of a class of others similarly situated,

                                  Plaintiffs,
                    v.

CIGNA CORPORATION; CIGNA HEALTHCARE OF
ST. LOUIS, INC.; and CIGNA HEALTHCARE OF
TEXAS, INC.,

                                  Defendants.

_________________________________________________

                  SETTLEMENT AGREEMENT
      WITH CIGNA DEFENDANTS APPLICABLE TO PHYSICIANS
PREAMBLE:

       This Settlement Agreement, dated as of September 2, 2003 (the “Agreement”) is made

and entered into by the Class Representative Plaintiffs (as defined below) (on behalf of

themselves and each of the Class Members as hereafter defined), by and through their counsel of

record in these actions, those medical societies identified on the signature pages hereto (such

medical societies are herein collectively referred to as the “Signatory Medical Societies”) and

CIGNA Corporation (on behalf of those persons that are included in the definition of CIGNA

HealthCare, including those Subsidiaries that are named as defendants in these actions) (CIGNA
Corporation and CIGNA HealthCare being collectively referred to herein as “CIGNA

HealthCare”) (all of the above being collectively referred to as the “Settling Parties”). This

Agreement is intended by the Settling Parties to resolve, discharge and settle the Released

Claims, according to the terms and conditions set forth hereafter.

WHEREAS:

       A.      On December 7, 1999, certain of MDL Class Counsel filed Eugene Mangieri,

M.D., on behalf of himself and all others similarly situated, v. CIGNA Corporation, et al., CV

99-C-3254-W (N.D. Ala.). In re Managed Care Litigation, MDL 1334 was created by order of

the Judicial Panel on Multidistrict Litigation (“MDL Panel”) on April 17, 2000. On October 23,

2000, Mangieri was transferred by the MDL Panel to the United States District for the Southern
District of Florida (the “Court”). The above captioned Shane, et al. v. Humana, Inc., et al.

(“Shane”) became the lead case in the Provider Track of MDL 1334 (“Provider Track”). The

operative complaint in Shane, the Second Amended Consolidated Class Action Complaint, was

filed on July 11, 2002, and includes Mangieri and the claims made in his original complaint. On

September 26, 2002, the Court conditionally certified a class and two subclasses defined as:

                       The Global Class: All medical doctors who provided
                       services to any person insured by any Defendant from
                       August 4, 1990 to September 30, 2002.
                       National Subclass: Medical doctors who provided
                       services to any person insured by a Defendant, when the
                       doctor has a claim against such Defendant and is not bound
                       to arbitrate the claim.

                       California Subclass: Medical doctors who provided
                       services to any person insured in California by any
                       Defendant when the doctor was bound to arbitrate the claim
                       being asserted.
The named plaintiffs in Shane were named as class representatives, and the following attorneys

have been designated as Class Counsel:

Archie C. Lamb, Jr.                                 Harley S. Tropin
Law Offices of Archie C. Lamb, LLC                  Janet L. Humphreys
2017 Second Avenue North                            Adam M. Moskowitz
Birmingham, AL 35203                                Kozyak Tropin & Throckmorton, PA
                                                    200 S. Biscayne Boulevard, Suite 2800
Aaron S. Podhurst                                   Miami, FL 33131-2335
Barry L. Meadow
Podhurst Orseck, PA                                 Joe R. Whatley, Jr.
25 W. Flagler Street, Suite 800                     Charlene P. Ford
Miami, FL 33130-1780                                Pamela F. Colbert
                                                    Othni J. Lathram
Nicholas B. Roth                                    Whatley Drake, LLC
Eyster Key Tubb Weaver & Roth, LLC                  2323 Second Avenue North
402 East Moulton Street, SE                         Birmingham, AL 35203-3807
Eyster Building
Decatur, AL 35601                                   Edith M. Kallas
                                                    Joseph P. Guglielmo
Dennis G. Pantazis                                  Milberg Weiss Bershad Hynes & Lerach
Wiggins Childs Quinn & Pantazis                     One Pennsylvania Plaza
1400 South Trust Tower                              New York, NY 10119
420 North 20th Street
Birmingham, AL 35203                                J. Mark White
                                                    White Arnold Andrews & Dowd P.C.
Jeffery A. Mobley                                   2025 3rd Avenue North, Suite 600
Lowe Mobley & Lowe                                  Birmingham, AL 35203
1210 - 21st Street
Haleyville, AL 35565                                Guido Saveri
                                                    R. Alexander Saveri
Mark Gray                                           Cadio Zirpoli
Gray & Weiss                                        Saveri & Saveri
1200 PNC Plaza                                      111 Pine Street, Suite 1700
500 West Jefferson                                  San Francisco, CA 94111-5619
Louisville, KY 40202


                                                2
Robert Foote                                       Kenneth S. Canfield
Foote & Meyers                                     Doffermyre Shields Canfield
416 South Second Street                            Knowles & Devine
Geneve, IL 60134                                   1355 Peachtree Street, Suite 1600
                                                   Atlanta, GA 30309
James B. Tilghman
Stewart Tilghman Fox & Bianchi                     James E. Hartley, Jr.
1 SE 3rd Avenue, Suite 3000                        Drubner Hartley & O’Connor
Miami, FL 33131-1764                               500 Chase Parkway, 4th Floor
                                                   Waterbury, CT 06708
(“MDL Class Counsel”). An appeal of the class certification order in Shane was allowed by the

United States Court of Appeals for the Eleventh Circuit and this appeal remains pending. MDL

Class Counsel have conducted discovery and an investigation related to the claims and defenses

in Shane.
       B.     On May 26, 2000, Timothy N. Kaiser, M.D. and Suzanne LeBel Corrigan, M.D.

filed a class action lawsuit styled Kaiser, et al. v. CIGNA Corporation, CIGNA HealthCare of St.

Louis, Inc., and CIGNA HealthCare of Texas, Inc. (Case No. 00-L-480), in the Circuit Court of

Madison County, Illinois (“Kaiser”). Kaiser Counsel are:

Judy L. Cates                       Michael C. Dodge
Troy A. Doles                       David W. Dodge
Jodi L. Wilson                      Dodge, Anderson & Jones, P.C.
The Cates Law Firm, LLC             One Lincoln Centre
10 Executive Woods Court            5400 LBJ Freeway, Suite 800
Belleville, Illinois 62226          Dallas, TX 75240
Telephone: (618) 277-1180           Telephone: (972) 960-3200
Facsimile: (618) 222-6939           Facsimile: (972) 341-5201

Debra Brewer Hayes
Dennis Reich
Reich & Binstock
4265 San Felipe, Suite 1000
Houston, Texas 77027
Telephone: (713) 622-7272
Facsimile: (713) 623-8724

(“Kaiser Counsel”). The named plaintiffs were subsequently designated as class representatives.

       C.     On November 22, 2002, a third amended complaint was filed in Kaiser and on

November 25, 2002, defendants removed the action to the United States District Court for the

                                               3
Southern District of Illinois. On November 25, 2002, Kaiser Counsel and counsel for the

defendants in Kaiser reached agreement on a settlement and on November 26, 2002, Chief Judge

G. Patrick Murphy of the United States District Court for the Southern District of Illinois entered

an order preliminarily approving the settlement, conditionally certifying a settlement class and

directing notice and a hearing on the settlement. The settlement class conditionally certified was

defined as:
                       All physicians, physician groups, hospitals, facilities,
                       ancillary providers, and other health care practitioners,
                       entities, or providers, who at any time from January 1, 1996
                       through the present:

                       A. Provided health care services or supplies to participants
                          in or beneficiaries of health plans (including Medicare
                          HMO plans) whose benefits were insured or
                          administered by CIGNA HealthCare; and

                       B. Submitted claims to CIGNA HealthCare for such
                          services or supplies on a fee-for-service basis either:

                              1. as a participating provider pursuant to a
                                 “Managed Care Agreement” or another
                                 contract; or,

                              2. on the basis of an assignment of health plan
                                 benefits, i.e., as a non-participating provider.
This class is hereafter referred to as the “Kaiser Class.”

        D.     On December 23, 2002, Chief Judge Murphy issued a minute order suspending

proceedings with respect to the settlement pending a decision by the MDL Panel as to whether

the Kaiser case should be transferred to the United States District Court for the Southern District

of Florida. That Court, on December 12, 2002, had issued an injunction against further

proceedings with respect to the settlement.
        E.     On February 21, 2003, the MDL Panel issued an order transferring the Kaiser

case to the United States District Court for the Southern District of Florida, to become part of In

re Managed Care Litigation, MDL 1334. As a result, and since said transfer, settlement

discussions and proceedings as to Physicians, Physician Groups and Physician Organizations that
                                                 4
were part of the Kaiser Class and the state court class certified in Kaiser have been subsumed by

discussions and proceedings in the Shane case.

        F.     Beginning on April 10, 2003, under the supervision of the Mediator appointed by

the Court, further settlement discussions were held by and among MDL Class Counsel, Kaiser

Counsel and counsel for CIGNA HealthCare. The results of those discussions are reflected in

this Agreement.

        G.     The Class Representative Plaintiffs, on behalf of themselves and as

representatives of and on behalf of the Class Members as defined below, after considering the

benefits of the Settlement and the risks of litigation, have concluded that it is in the best interests

of the Class Members to enter into this Agreement. The Signatory Medical Societies agree with

this conclusion. CIGNA HealthCare is willing to settle this Litigation by agreeing to the terms

and conditions of this Agreement. This Agreement takes into consideration the risks of litigation,

including trials and possible appeals, the strengths and weaknesses of the case against CIGNA

HealthCare, and such other factors as are appropriate in evaluating the matter.
        H.     CIGNA HealthCare denies each and all of the material factual allegations and

legal claims asserted in this Litigation, including any and all charges of wrongdoing or liability

arising out of any of the conduct, statements, acts or omissions alleged in this Litigation.

CIGNA HealthCare denies any liability to members of a class certified by the Madison County

Circuit Court in Kaiser, the members of the Kaiser Class and the members of the classes certified

in Shane, and is prepared to defend these lawsuits vigorously at trial. Additionally, CIGNA

HealthCare maintains its contentions that the claims of thousands of Class Members may not be

advanced in this Litigation through trial by reason of valid and enforceable arbitration provisions.

Neither this Agreement nor any act taken in furtherance of it shall constitute an admission of any

fact, fault, liability or wrongdoing by any party or their respective counsel as more fully set forth

hereafter.



                                                   5
        I.     The Class Representative Plaintiffs and Class Counsel believe that the claims

asserted against CIGNA HealthCare in this Litigation have merit. However, Class

Representative Plaintiffs and Class Counsel recognize and acknowledge the length of continued

proceedings that would be necessary to prosecute the Litigation against CIGNA HealthCare

through trial and through appeals. Class Representative Plaintiffs and Class Counsel have also

taken into account the uncertain outcome and risks of any litigation, especially in complex

actions such as this Litigation, as well as the difficulties and delays inherent in such litigation.

Class Representative Plaintiffs and Class Counsel are mindful of the inherent problems of proof

under the various theories asserted in the Litigation and are further aware of, but disagree with,

CIGNA HealthCare’s claims in this Litigation regarding the need for individualized proof of

injury and damages. Further, Class Representative Plaintiffs and Class Counsel are aware that

CIGNA HealthCare has sought to enforce arbitration clauses that could prohibit large numbers of

Class Members from participating in the Litigation. Therefore, Class Representative Plaintiffs

and Class Counsel believe that the Settlement set forth in this Agreement confers substantial

benefits upon the Class Members. Based upon their evaluation of all of these factors, Class

Representative Plaintiffs and Class Counsel have determined that this Settlement is in the best

interests of the Class Representative Plaintiffs and the Class Members, despite any

disagreements Class Representative Plaintiffs and Class Counsel may have with the averments

made by CIGNA HealthCare.
       NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by the

Settling Parties that, in consideration of the covenants, agreements and releases set forth herein,

and subject to the approval of the Court and entry of the Final Order and Judgment after a

Fairness Hearing, the Litigation as to CIGNA HealthCare shall be finally and fully compromised

and settled as to Class Representative Plaintiffs and Class Members, and the Litigation as to

CIGNA HealthCare shall be dismissed with prejudice as to Class Representative Plaintiffs and

all Class Members, upon and subject to the following terms and conditions:

                                                   6
1.     DEFINITIONS

       As used in this Agreement and all exhibits to the Agreement, the following terms have

the meanings specified.

       1.01    “Administration Costs” means all reasonable fees and charges of the

Settlement Administrator, the Independent Review Entity and other retained Persons incurred in

connection with the administration of the Settlement, including the costs of processing and

administering Proofs of Claim submitted by Class Members.

       1.02    “Agreement” means this Settlement Agreement, inclusive of all exhibits hereto.

       1.03    “Assignment of Benefits” or “Assignment” means an authorization by a CIGNA

HealthCare Member provided to a Non-Participating Physician who has rendered Covered

Services to said CIGNA HealthCare Member allowing at the discretion of, but not requiring, said

Non-Participating Physician to seek payment for such services directly from CIGNA HealthCare

allowed under the terms of the CIGNA HealthCare Member’s Plan Documents.

       1.04    “Billing Dispute” shall have the meaning assigned to that term in Section 7.10.a

of this Agreement.

       1.05    “Billing Dispute Administrator” shall have the meaning assigned to that term in

Section 7.10.c of this Agreement.

       1.06    “Billing Dispute External Review Process” shall have the meaning assigned to

that term in Section 7.10.a of this Agreement.

       1.07    “Billing Dispute Form” shall have the meaning assigned to that term in Section

7.10.b of this Agreement.

       1.08    “Business Day” means any day on which commercial banks are open for business

in New York City. Any other reference to “day” shall mean a calendar day.

       1.09    “Category A Claims” shall have the meaning assigned to that term in Section

8.2.b of this Agreement.



                                                 7
       1.10    “Category A Claim Form” shall have the meaning assigned to that term in Section

8.2.e of this Agreement.

       1.11    “Category A Settlement Fund” shall mean the Qualified Settlement Fund

established under Section 8.2.a of this Agreement.

       1.12    “Category One Code” means any CPT® Code or HCPCS Level II Code that

qualifies for Category One Compensation pursuant to Section 8.3.c(1) and the table attached

hereto as Exhibit 1.

       1.13    “Category One Compensation” means compensation paid to Class Members who

submit Valid Proofs of Claim pursuant to Section 8.3.c(1) of this Agreement for denials of Fee

for Service Claims resulting from the application of Claim Coding and Bundling Edits.
       1.14    “Category One Compensation Proof of Claim” means a Proof of Claim submitted

by a Class Member seeking Category One Compensation.

       1.15    “Category Two Compensation” means compensation paid to Class Members who

submit Valid Proofs of Claim pursuant to Section 8.3.c(2) of this Agreement for denials of Fee

for Service Claims resulting from the application of Claim Coding and Bundling Edits.

       1.16    “Category Two Compensation Proof of Claim” means a Proof of Claim submitted

by a Class Member seeking Category Two Compensation.

       1.17    “Certification” shall have the meaning assigned to that term in Section

16.4 of this Agreement.
       1.18    “CIGNA HealthCare” means Defendants CIGNA Corporation, CIGNA

HealthCare of St. Louis, Inc., and CIGNA HealthCare of Texas, Inc., and any and all of their

divisions, Subsidiaries (whether direct or indirect), directors, officers, employees, administrators,

representatives, or parents, together with each such individual’s or entity’s predecessors and

successors, that are involved in the health insurance or health benefits administration business,

including, but not limited to, CIGNA Holdings, Inc., Connecticut General Corporation,

Connecticut General Life Insurance Company, CIGNA Health Corporation, Healthsource, Inc.,

                                                  8
Healthsource Corporate Services, Inc., Healthsource Innovative Medical Management, Inc.,

Healthsource Health Plans, Inc., CIGNA HealthCare of North Carolina, Inc., Healthsource North

Carolina, Inc., Healthsource Indiana, Inc., Healthsource Indiana Insurance Company,

Healthsource Indiana Managed Care Plan, Inc., Healthsource Insurance Group, Inc.,

Healthsource Kentucky, Inc., Healthsource Maine, Inc., Healthsource Maine Preferred, Inc.,

Healthsource Management, Inc., Healthsource Syracuse, Inc., Healthsource HMO of New York,

Inc., Healthsource Preferred of New York, Inc., CIGNA HealthCare of Tennessee, Inc.,

Healthsource Tennessee Preferred, Inc., CIGNA HealthCare of Massachusetts, Inc.,

Healthsource Metropolitan New York Holding Company, Inc., Healthsource New York/New

Jersey, Inc., Healthsource New Hampshire, Inc., Healthsource Ohio Preferred, Inc., Healthsource

Preferred, Inc., Healthsource Rhode Island, Inc., Healthsource South Inc., CIGNA HealthCare of

Georgia, Inc., Healthsource Arkansas Ventures, Inc., Healthsource Arkansas, Inc., Healthsource

Arkansas Preferred, Inc., Healthsource Insurance Company, Physicians’ Health Systems,

Healthsource Insurance Services, Inc., Healthsource South Carolina, Inc., Arizona Health Plan,

Inc., CIGNA HealthCare Mid-Atlantic, Inc., CIGNA HealthCare of Arizona, Inc., CIGNA

Community Choice, Inc., CIGNA HealthCare of California, Inc., CIGNA HealthCare of

Colorado, Inc., CIGNA HealthCare of Connecticut, Inc., CIGNA HealthCare of Delaware, Inc.,

CIGNA HealthCare of Florida, Inc., CIGNA HealthCare of Illinois, Inc., CIGNA Healthplan of

Louisiana, Inc., CIGNA HealthCare of New Jersey, Inc., CIGNA HealthCare of New York, Inc.,

CIGNA HealthCare of Ohio, Inc., CIGNA HealthCare of Oklahoma, Inc., CIGNA HealthCare of

Pennsylvania, Inc., CIGNA HealthCare of Puerto Rico, Inc., CIGNA HealthCare of Utah, Inc.,

CIGNA HealthCare of Virginia, Inc., Lovelace Health Systems, Inc., Ross Loos Hospital, Inc.,

International Rehabilitation Associates, Inc., and CIGNA Behavioral Health, Inc.
       1.19   “CIGNA HealthCare Member” means any individual who receives health care

benefits that are insured and/or administered by CIGNA HealthCare.



                                               9
       1.20    “Claim Coding and Bundling Edits” means adjustments to CPT® Codes or

HCPCS Level II Codes included in claims in which (a) CIGNA HealthCare’s payment is or was

based on some, but not all, of the CPT® Codes or HCPCS Level II Codes included in the claim;

(b) CIGNA HealthCare’s payment was based on different billing codes than those billed to

CIGNA HealthCare; (c) CIGNA HealthCare’s payment for one or more CPT® Codes is or was

reduced by application of Multiple Procedure Logic; or (d) any combination of the above.

       1.21    “Claim Distribution Fund” means the account into which monies sufficient to pay

all Category One Compensation and certain Category Two Compensation and Medical Necessity

Denial Compensation shall be deposited periodically by CIGNA HealthCare pursuant to Section

8.3.a of this Agreement, together with any interest or earnings thereon following the deposit of

such monies by CIGNA HealthCare.
       1.22    “Claims Period” means the one hundred eighty (180) day period after Final

Approval during which Class Members can make requests for compensation under the terms of

this Settlement. The one hundred eighty (180) day Claims Period commences forty-five (45)

days after Final Approval.

       1.23    “Class” means any and all Physicians, Physician Groups and Physician

Organizations (and all Persons claiming by or through them, such as Physicians’ Assistants and

Advanced Practice Registered Nurses), who or which provided Covered Services to any CIGNA

HealthCare member or any individual enrolled in or covered by a plan offered or administered

by any Person named as a defendant in the Shane complaint or by any of their respective current

or former Subsidiaries from August 4, 1990 through the date of the entry of the Preliminary

Approval Order; provided, however, that the Class shall not include any Physician who is or was

an employee of a CIGNA HealthCare staff-model HMO at the time of providing such Covered

Services.
       1.24    “Class Counsel” means MDL Class Counsel.



                                                10
       1.25    “Class List” means the list of putative Class Members used for purposes of

distributing notice of this Litigation and Settlement pursuant to the Plan of Notice.

       1.26    “Class Members” means all Physicians, Physician Groups and Physician

Organizations who or which fall within the definition of the Class, who or which have not timely

and validly exercised their right to Opt Out of this Litigation and Settlement pursuant to the

Initial Notice, and who or which are therefore bound by the terms of this Agreement, including

all of those claiming by or through them.

       1.27    “Class Period” means the period from August 4, 1990 through the date of
Final Approval.

       1.28    “Class Representative Plaintiffs” or “Class Representatives” means collectively,

to the extent each executes this Agreement, Susan McIntosh, M.D., J. Kevin Lynch, M.D., F.

Scott Gray, M.D., Stephen Levinson, M.D., Karen Laugel, M.D., Edgar Borrero, M.D., Malcolm

Gottesman, M.D., Michael Hellstrom, M.D., Lawrence Weiner, M.D., Zachary Rosenberg, M.D.,

Kevin Molk, M.D., Manuel Porth, M.D, Michael C. Burgess, M.D., Eugene Mangieri, M.D.,

Glenn Kelly, M.D., Leonard Klay, M.D., Charles B. Shane, M.D., Jeffrey Book, M.D., Andres

Taleisnik, M.D., Julio Taleisnik, M.D., David Boxstein, M.D., Roger Wilson, M.D., Susan R.

Hansen, M.D., Edward Davis, M.D., Thomas Backer, M.D., Martin Moran, M.D., H. Robert

Harrison, Ph.D., M.D., Lance R. Goodman, M.D., Timothy M. Kaiser, M.D., and Suzanne LeBel

Corrigan, M.D.
       1.29    “Clinical Information” means clinical, operative or other medical records and

reports kept in the ordinary course of a Physician’s business, and, where applicable, requested

statements of medical necessity.

       1.30    “Clinical Information Officer” shall have the meaning assigned to that term in

Section 7.12 of this Agreement.

       1.31    “CMS” means the Centers for Medicare and Medicaid Services (formerly known

as Health Care Financing Administration).

                                                11
       1.32    “CMS 1500” means the health care provider claim form number 1500 created by

CMS (and taking the place of HCFA 1500 forms), and as it may be amended, modified or

superseded thereafter during the term of this Agreement.

       1.33    “Complaints” means the Third Amended Class Action Complaint filed in Kaiser

on November 22, 2002 in the Madison County Circuit Court and subsequently removed to the

United States District Court for the Southern District of Illinois, and the Second Amended

Consolidated Class Action Complaint filed on July 11, 2002 in Shane, which subsumed the

Mangieri complaint that had been filed on December 7, 1999.
       1.34    “Compliance Dispute” means (i) any claim that CIGNA HealthCare has failed to

carry out any of its obligations under Section 7 of this Agreement (with the exception of Section

7.29.f); provided, however, that none of the following shall be deemed a Compliance Dispute:

(A) a Released Claim; (B) a Retained Claim; (C) a claim eligible to be a Billing Dispute under

Section 7.10 (except for a claim that a CIGNA HealthCare Claim Coding and Bundling Edit is

inconsistent with Section 7.20 of this Agreement); (D) a claim subject to Section 7.12 of this

Agreement; (E) a claim for which the Medical Necessity External Review Process is available;

or (F) a claim challenging a Medical Necessity determination arising out of administration of

benefits for a Self-Funded Plan as to which the plan sponsor has not elected to participate in

CIGNA HealthCare’s Medical Necessity External Review Process.

       1.35    “Compliance Dispute Claim Form” means a document in substantially the
same form as Exhibit 14, attached hereto.

       1.36    “Compliance Dispute Facilitator” means the person chosen, pursuant to

Section 15.2.a(1) of this Agreement, who shall first hear Compliance Disputes.

       1.37    “Compliance Dispute Review Officer” means the person chosen pursuant to

Section 15.2.a(2) of this Agreement and charged with the administration of Certifications and

Compliance Disputes under this Agreement.



                                                12
       1.38    “Conclusion Date” shall have the meaning assigned to that term in the Preamble

to Section 7 of this Agreement.

       1.39    “Correct Coding Initiative” or “CCI” means the Centers for Medicare and

Medicaid Services’ (formerly known as Health Care Financing Administration) published list of

edits and adjustments that are made to health care providers’ claims submitted for services or

supplies provided to patients insured under the federal Medicare program and under other federal

insurance programs.

       1.40    “Counsels’ Award” shall have the meaning assigned to that term in Section 14.1

of this Agreement.
       1.41    “Court” shall have the meaning assigned to that term in WHEREAS Clause A of

this Agreement.

       1.42    “Covered Service” means a health care benefit that is within the coverage

described in the Plan Documents applicable to an eligible CIGNA HealthCare Member.

       1.43    “Current Procedural Terminology” (“CPT®” or “CPT® Codes”) means medical

nomenclature published by the American Medical Association containing a systematic listing

and coding of procedures and services provided to patients by Physicians and non-physician

health professionals. When used herein, “CPT®” and “CPT® Codes” refer to such medical

nomenclature as it exists as of the date of this Agreement and as it may be amended, modified or

superseded thereafter during the term of this Agreement.
       1.44    “Deductible” means the amount a CIGNA HealthCare Member must pay

for Covered Services during a specified coverage period in accordance with the CIGNA

HealthCare Member’s Plan Documents before benefits are payable by the CIGNA HealthCare

Member’s Plan.

       1.45    “Defendants” means CIGNA Corporation, CIGNA HealthCare of St. Louis, Inc.,

and CIGNA HealthCare of Texas, Inc.



                                               13
       1.46      “Defendants’ Counsel” means: John G. Harkins, Jr. and Eleanor Morris Illoway

(Harkins Cunningham); and Marty L. Steinberg (Hunton & Williams).

       1.47      “Delegated Entity” means an entity that is not a Subsidiary of CIGNA HealthCare

to the extent that such entity (i) maintains its own contracts with Physicians separate from any

contracts between CIGNA HealthCare and Physicians, and, by agreement with CIGNA

HealthCare, (ii) (A) agrees to provide CIGNA HealthCare Members with access to such

Physicians pursuant to the terms of such agreements; and (B) performs some or all of the

functions with respect to Plans which otherwise would be performed by CIGNA HealthCare,

including without limitation claims adjudication, utilization review, utilization management and

credentialing.

       1.48      “Downcoding” shall have the meaning assigned to that term in Section 7.19 of

this Agreement.

       1.49      “Effective Period” shall have the meaning assigned to that term in the Preamble

to Section 7 of this Agreement.

       1.50      “ERA/EFT” means the capability to facilitate electronic remittance advice

and electronic funds transfer.

       1.51      “ERISA” means the Employee Retirement Income Security Act of 1974,

as amended, and the rules and regulations promulgated thereunder.

       1.52      “Execution Date” means the date on which this Agreement is signed by counsel

and CIGNA HealthCare.
       1.53      “Explanation of Benefits Form” or “EOB” means an explanation of

benefits sent to a CIGNA HealthCare Member.

       1.54      “External Review” means review of any Proof of Claim by the Settlement

Administrator or the Independent Review Entity, as required under Section 8 of this Agreement.

       1.55      “Facilitation List” means, on a best efforts basis, an electronic file, organized by

tax identification number (and, within tax identification number, by Class Member name),

                                                  14
containing a list of (i) Evaluation and Management Codes submitted by each Class Member

during the Class Period that were denied payment by CIGNA HealthCare; (ii) claims paid on the

basis of code 90769 (CIGNA HealthCare’s so-called “well woman” benefit code); (iii) Fee for

Service Claims in which Evaluation and Management Codes were billed with a procedure code

and either code was denied payment; and (iv) Fee for Service Claims in which Evaluation and

Management Codes were billed with add-on codes and either code was denied payment. The

Facilitation List shall include the corresponding patient name and date of service.

       1.56    “Fairness Hearing” means a hearing to be held by the Court to determine

whether to certify the Class, to approve the notice given under the Plan of Notice, to approve the

Agreement and the Settlement it embodies as fair, reasonable and adequate, and to determine

whether the Final Order and Judgment should be entered, including Counsels’ Award.

       1.57    “Fairness Hearing Date” shall have the meaning assigned to that term in

Section 6.2 of this Agreement.

       1.58    “Fee for Service Claim” means any submission by a Class Member to CIGNA

HealthCare using CPT® Codes or HCPCS Level II Codes or codes specially created by CIGNA

HealthCare (such as its “well woman” code, code 90769) and seeking payment on a fee for

service basis for the provision of one or more services and/or supplies to a CIGNA HealthCare

Member on a single date of service (inpatient or outpatient) or for a single period of inpatient

care on or after August 4, 1990, through the date of Final Approval.

       1.59    “Final Approval” means the first Business Day after all of the following events

shall have occurred:


       a.      The Court has entered the Order of Preliminary Approval and Conditional
               Class Certification substantially in the form set forth in Exhibit 2;

       b.      The Court has entered the Final Order and Judgment substantially in the
               form of Exhibits 3 and 4; and,

       c.      One of the following has occurred:


                                                15
               (1)      if no appeal is filed or if an appeal is filed only as to the amount of
               any Counsels’ Award ordered by the Court, the expiration of the time for
               the filing or noticing of any appeal from the Court’s Judgment, i.e., thirty
               days after the date of the entry of the Judgment; or

               (2)     the date of final dismissal of any appeal from the Judgment or the
               final dismissal of any proceeding or denial of certiorari to review the
               Judgment; or

               (3)     the date of final affirmance on appeal, the expiration of the time
               for a petition for a writ of certiorari and, if certiorari is granted, the date
               of final affirmance following review pursuant to that grant.
       1.60    “Final Order and Judgment” means the order and form of judgment approving this

Agreement and dismissing claims by Class Members against CIGNA HealthCare with prejudice,

but with the Court maintaining jurisdiction to enforce the Agreement, in each case in the form

attached hereto as Exhibits 3 and 4.

       1.61    “Foundation” shall have the meaning assigned to that term in Section 8.1 of this

Agreement.

       1.62     “Healthcare Common Procedure Coding System Level II Codes” or

“HCPCS Level II Codes” means alphanumeric codes used to identify those codes not included in

the American Medical Association’s Current Procedural Terminology (e.g., supplies, durable

medical equipment, etc.).

       1.63    “Independent Review Entity” means an organization or other entity that will be

selected by mutual agreement between Notice Counsel and Defendants’ Counsel to conduct

External Review of certain requests for Category Two Compensation and Medical Necessity

Denial Compensation under this Agreement.
       1.64    “Individually Negotiated Contract” means a contract pursuant to which the parties

to the contract, as a result of negotiation, agreed to substantial modifications to the terms of

CIGNA HealthCare’s standard form agreement to individually suit the needs of a Participating

Physician, Physician Group or Physician Organization.

       1.65    “Initial Notice” means the first notices to putative Class Members, attached as

Exhibits 6 and 7 to this Agreement, advising such putative Class Members of the Preliminary
                                                  16
Approval Order and of the right to seek exclusion from the settlement class or object to the terms

of the Settlement, in accordance with the Plan of Notice.

       1.66    “Insured Plan” means a Plan as to which CIGNA HealthCare assumes all or a

majority of health care costs and/or utilization risk, depending on the product.

       1.67    “Judgment” means the final judgment of dismissal of CIGNA HealthCare with

prejudice, but with the Court maintaining jurisdiction to enforce this Agreement, to be rendered

by the Court substantially in the form attached hereto as Exhibit 4.

       1.68    “Kaiser” shall have the meaning assigned to that term in WHEREAS Clause B of

this Agreement.
       1.69    “Kaiser Class” shall have the meaning assigned to that term in WHEREAS Clause

C of this Agreement.

       1.70    “Kaiser Counsel” shall have the meaning assigned to that term in WHEREAS

Clause B of this Agreement.

       1.71    “Lead Counsel” means Archie C. Lamb, Jr. and Harley S. Tropin.

       1.72    “Litigation” means the above-captioned actions.

       1.73    “MDL Class Counsel” shall have the meaning assigned to that term in

WHEREAS Clause A.

       1.74    “Medically Necessary” or “Medical Necessity” shall have the meaning assigned

to those terms in Section 7.16.a(1) of this Agreement for purposes of the Prospective Relief

provided under Section 7; and shall have the following meaning for purposes of the

Retrospective Relief procedures relating to Medical Necessity Denial Compensation under

Section 8.3.d hereof: services or supplies that, at the time they were delivered to a CIGNA

HealthCare Member, were (a) appropriate and necessary for the diagnosis or treatment of the

CIGNA HealthCare Member’s illness, injury, disease or its symptoms; (b) provided for diagnosis

or direct care and treatment of the illness, injury, disease or its symptoms; (c) within generally



                                                 17
accepted standards of medical practice; and (d) not primarily for the convenience of the CIGNA

HealthCare Member, the Class Member or another provider.

        1.75   “Medical Necessity Denial Compensation” means compensation paid to Class

Members who submit Valid Proofs of Claim for same pursuant to Section 8.3.d of this

Agreement for allegedly improper denials of payment on Medical Necessity grounds.

        1.76   “Medical Necessity Denial Compensation Proof of Claim Form” means a

Proof of Claim Form submitted by a Class Member seeking Medical Necessity Denial

Compensation, using the form attached to this Agreement as Exhibit 13.
        1.77   “Medical Necessity External Review Process” shall have the meaning

assigned to that term in Section 7.11.c of this Agreement.

        1.78   “Medical Necessity External Review Organization” means an organization, as

described more fully in Section 7.11.c of this Agreement, that provides independent medical

reviews of CIGNA HealthCare’s denials of coverage which are based on the lack of Medical

Necessity or experimental or investigational nature of the proposed or rendered service or supply.

        1.79   “Multiple Procedure Logic” means the payment methodology used by CIGNA

HealthCare, when processing claims, that makes adjustment(s) to payment(s) for one or more

procedures or other services, in each case constituting Covered Services (excluding CPT®

Evaluation and Management Codes), when multiple such procedures or services are performed

on the same patient on the same date of service.
        1.80   “National Medicare Fee Schedule” means the National Medicare Fee

Schedule in effect on June 1, 2001 for CPT® Codes and HCPCS Level II Codes, without

geographic conversion factors. For those CPT® Codes or HCPCS Level II Codes not included

or without an assigned relative value in the National Medicare Fee Schedule in effect on June 1,

2001, National Medicare Fee Schedule shall mean the National Medicare Fee Schedule in effect

during the Class Period that is closest in time to the National Medicare Fee Schedule in effect on

June 1, 2001 that contains fee schedule amounts for those codes. For those CPT® Codes or

                                                18
HCPCS Level II Codes for which there is no National Medicare Fee Schedule during the Class

Period with an assigned relative value for the code, the Settlement Administrator shall use the

default preferred provider organization (“PPO”) fee schedule in effect on June 1, 2001 for

CIGNA HealthCare of Illinois, Inc.

        1.81     “Non-Participating Physician” means any Physician other than a

Participating Physician and includes, when appropriate, Physician Groups and Physician

Organizations.

       1.82      “Notice Costs” means the costs of complying with the Plan of Notice approved by

the Court
       1.83      “Notice Counsel” means those Counsel listed in Section 19.8.

       1.84      “Notice Date” shall have the meaning assigned to that term in Section 5.1

of this Agreement and “Notice of Commencement of the Claims Period” means those notices to

be submitted by the Settling Parties and approved by the Court which will be mailed within

fourteen (14) days of Final Approval according to the Plan of Notice, informing Class Members

of the date they may begin submitting Proofs of Claim.

       1.85      “Objection Date” shall have the meaning assigned to that term in the Preamble to

Section 6 of this Agreement.

       1.86      “Opt Out” shall have the meaning assigned to that term in Section 6.1 of this

Agreement.
       1.87      “Opt Out Deadline” shall have the meaning assigned to that term in Section 6.1 of

this Agreement.

       1.88      “Overpayment” means, with respect to a claim submitted by or on behalf of a

Physician, Physician Group or Physician Organization, any erroneous or excess payment that

CIGNA HealthCare makes because of payment of an incorrect rate, duplicate payment for the

same service or supplies, payment with respect to an individual who was not a CIGNA

HealthCare Member as of the date the Physician provided the service(s) or supplies that are the

                                                 19
subject of such payment, or payment for any non-Covered Service; provided that “Overpayment”

shall not mean any erroneous or excess payment arising out of inappropriate coding or other

error in the claim submission to which such payment relates and shall not mean any adjustment

to a prior payment when CIGNA HealthCare makes such adjustment in whole or part on the

basis of information contained in a separate claim submitted by a Physician for services rendered

on the same date to which the original payment relates (other than duplicate bills).

       1.89    “Participating Physician” means any Physician who has entered into a valid

written contract with CIGNA HealthCare (directly or indirectly through a Physician

Organization, Physician Group or other entity authorized by the Physician) to provide Covered

Services to CIGNA HealthCare Members, during the period the contract is in force.
       1.90    “Person” or “Persons” means all persons and entities (including without limitation

natural persons, firms, corporations, limited liability companies, joint ventures, joint stock

companies, unincorporated organizations, agencies, bodies, governments, political subdivisions,

governmental agencies and authorities, associations, partnerships, limited liability partnerships,

trusts, and labor unions, and their predecessors, successors, administrators, executors, heirs and

assigns).

       1.91    “Petitioner” shall have the meaning assigned to that term in Section 15.2.b

of this Agreement.

       1.92    “Physician” means an individual duly licensed by a state licensing board as a

Medical Doctor or as a Doctor of Osteopathy and shall include without limitation both

Participating Physicians and Non-Participating Physicians.
       1.93    “Physician Advisory Committee” shall have the meaning assigned to that term in

Section 7.9.a of this Agreement.

       1.94    “Physician Group” means two or more Physicians, and those claiming

by or through them, who practice under a single taxpayer identification number.

       1.95    “Physician Organization” means any association, partnership, corporation or

                                                 20
other form of organization (including without limitation independent practice associations and

physician hospital organizations), and those claiming by or through them, that arranges for care

to be provided by Physicians to CIGNA HealthCare Members and that may be organized under

multiple taxpayer identification numbers.

        1.96    “Physician Specialty Society” means a United States medical specialty society

that represents diplomats certified by a board recognized by the American Board of Medical

Specialties.

        1.97    “Plaintiffs” means the named Plaintiffs in the above-captioned actions.
        1.98    “Plan” means a benefit plan through which a CIGNA HealthCare Member obtains

health care benefits set forth in pertinent Plan Documents.

        1.99    “Plan Documents” means the documents defining the health care benefits

available to a CIGNA HealthCare Member, and the terms and conditions under which such

benefits are available, under the Plan sponsored by the CIGNA HealthCare Member’s employer

or other third party.

        1.100 “Plan of Notice” means the Plan of Notice attached as Exhibit 5.

        1.101 “Preliminary Approval Hearing” shall have the meaning assigned to that

term in Section 4 of this Agreement.

        1.102 “Preliminary Approval Order” shall have the meaning assigned to that term in

Section 4 of this Agreement.
        1.103 “Proof of Claim” means an application by a Class Member for compensation

under the terms of this Agreement with respect to a single Category A Claim or Fee for Service

Claim, whether submitted in paper form or electronic form in the manner to be described in the

Notice of Commencement of the Claims Period, which application satisfies all applicable

requirements set forth in Sections 8.2 and 8.3 of this Agreement.




                                                21
       1.104 “Proof of Claim Form” means the forms, substantially in the form of Exhibits 10-

13 to this Agreement, to be used by Class Members in seeking compensation under this

Agreement.

       1.105 “Prospective Relief” means the prospective undertakings by CIGNA HealthCare

described in Section 7 of this Agreement.

       1.106 “Provider Track” shall have the meaning assigned to that term in WHEREAS

Clause A of this Agreement.

       1.107    “Qualified Settlement Fund” means the Category A Settlement Fund, together

with all interest and earnings thereon. The parties intend the fund to be a qualified settlement

fund under Section 468B of the Internal Revenue Code of 1986, as amended, and Treas. Reg.

Section 1.468B-1.
       1.108 “Released Claims” means and includes any and all claims that have been or could

have been asserted by or on behalf of any or all Class Members against the Released Persons, or

any of them, and which arise prior to Final Approval by reason of, arising out of, or in any way

related to any of the facts, acts, events, transactions, occurrences, courses of conduct,

representations, omissions, circumstances or other matters referred to in the Litigation, except as

otherwise provided for by this Agreement. This includes, without limitation and as to Released

Persons only, any aspect of any Fee for Service Claim submitted by any Class Member to

CIGNA HealthCare, and claims based upon a capitation agreement with CIGNA HealthCare,

and any allegation that Defendants and/or CIGNA HealthCare have conspired with, aided and

abetted, or otherwise acted in concert with other managed care organizations, other health

insurance companies, and/or other third parties with regard to any of the facts, acts, events,

transactions, occurrences, courses of conduct, representations, omissions, circumstances or other

matters referred to in the Litigation or with regard to CIGNA HealthCare’s liability for any other

demands for payment submitted by any Class Member to such other managed care organizations,

health insurance companies, and/or other third parties. Notwithstanding this definition, Released

                                                 22
Claims do not include any and all claims of any kind whatever arising out of the alleged

nonpayment or payment at inappropriate rates or amounts of fee for service claims submitted to

CIGNA HealthCare for services or supplies not represented by CPT® Codes or HCPCS Level II

Codes or codes specially created by CIGNA HealthCare (such as its “well woman” code, code

90769).

       1.109 “Releasing Parties” (each a “Releasing Party”) means Class Members and, to the

extent they have claims against CIGNA HealthCare derived by contract or operation of law from

the claims of Class Members, any and all Subsidiaries, affiliates, shareholders, parents, directors,

officers, employees, professional corporations, agents, administrators, executors, legal

representatives, partners and partnerships, heirs, predecessors, successors and assigns of Class

Members.
       1.110 “Released Persons” means:

               a.      CIGNA HealthCare and CIGNA HealthCare’s

insurers and counsel, including Defendants’ Counsel as defined herein.

               b.      Persons who provided claim processing services, software, proprietary

guidelines or technology to CIGNA HealthCare, those contracted agents processing claims on

CIGNA HealthCare’s behalf, together with each such Person’s predecessors or successors, but

only to the extent of such Person’s services and work done pursuant to contract with CIGNA

HealthCare. Such Persons are expressly not “Released Persons” as to services provided to any

Person other than CIGNA HealthCare. Nothing herein is intended to release Delegated Entities.
               c.      “Released Persons” shall not include any defendant in MDL No. 1334

other than CIGNA HealthCare or any Subsidiary of CIGNA Corporation.

       1.111 “Remittance Form” means the form sent by CIGNA HealthCare to health care

providers explaining CIGNA HealthCare’s computation of benefits and payment amounts on a

claim. The Remittance Form is sometimes referred to as an “Explanation of Payment” form or

“EOP”.

                                                23
       1.112 “Resolved Claims” means any submissions to CIGNA HealthCare for payment

made by Class Members for or on account of services provided to CIGNA HealthCare Members

within the Class Period that, prior to the date of Final Approval, were finally adjudicated and

determined in a court of law or in an arbitrable forum, or resolved by a final and binding

settlement.

       1.113 “Retained Claim” shall have the meaning assigned to that term in Section 13.4 of

this Agreement.

       1.114 “Retrospective Relief” means the monetary relief to be provided by CIGNA

HealthCare under Section 8 of this Agreement.
       1.115 “Review File” means the documentation assembled by CIGNA HealthCare to

facilitate External Review as required under the terms of Sections 8.3.c(2)(h)(i) and 8.3.d(7)(a)

of this Agreement.

       1.116 “Reviewer” shall have the meaning assigned to that term in Section 7.10.c

of this Agreement.

       1.117 “Self-Insured Plan” and “Self-Funded Plan” mean any Plan other than an

Insured Plan.

       1.118 “Settlement” means the agreed-upon compromise of the Litigation as approved by

the Court.

       1.119 “Settlement Administrator” means Poorman-Douglas Corporation.
       1.120 “Settlement Consideration” means the benefits which Class Counsel believe have

been conferred, and will be conferred, on Class Members through this Litigation and through

performance of this Agreement. These benefits include: (i) CIGNA HealthCare’s agreement to

implement the Prospective Relief described in Section 7 hereof; (ii) CIGNA HealthCare’s

agreement to fund Retrospective Relief as described in Section 8 hereof, including its uncapped

obligations to pay all Valid Category One Proofs of Claim, all Valid Category Two Proofs of

Claim and all Valid Medical Necessity Denial Proofs of Claim, all in the manner set forth in

                                                24
Section 8; (iii) CIGNA HealthCare’s agreement, as part of this Agreement, to waive any right it

may have to enforce arbitration agreements with Class Members in connection with the

Retrospective Relief available under this Settlement; (iv) CIGNA HealthCare’s agreement to

waive any available defense it may have of “no private right of action” under state prompt pay

statutes and CIGNA HealthCare’s agreement to pay simple interest on certain claims under

Section 7.18 in those states and in states without a specific prompt pay statute; (v) CIGNA

HealthCare’s agreement to relieve Class Members of the burden of having to pay attorneys’ fees,

costs and expenses out of the monetary relief made available under this Agreement by making

separate payment of attorneys’ fees, costs and expenses to Class Counsel and Kaiser Counsel,

requested in an amount up to Fifty-Five Million Dollars ($55,000,000); (vi) the funding of the

Foundation provided in Section 8 of this Agreement; (vii) the Compliance Dispute Resolution

Procedure provided in Section 15 of this Agreement; and (viii) CIGNA HealthCare’s agreement

to pay Administration Costs and the costs of two separate notices.
       1.121 “Settling Parties” shall have the meaning assigned to that term in the Preamble to

this Agreement.

       1.122 “Shane” shall have the meaning assigned to that term in WHEREAS Clause A of

this Agreement.

       1.123 “Signatory Medical Societies” shall have the meaning assigned to that term in the

Preamble to this Agreement.
       1.124 “Subsidiary” means any entity of which securities or other ownership interests

having ordinary voting power to elect a majority of the board of directors or other persons

performing similar functions are, as of Final Approval, or were prior thereto, directly or

indirectly owned by CIGNA Corporation.

       1.125 “Tag-Along Action” shall have the meaning assigned to that term in Section 17.1

of this Agreement.



                                                25
       1.126 “Termination Date” shall have the meaning assigned to that term in Section 16.4

of this Agreement.

       1.127 “Valid Proof of Claim” means a Proof of Claim that entitles a Class

Member to receive payment pursuant to the terms of the Settlement.

       1.128 “Website” means the online resource for the public and health care providers to

obtain information about CIGNA HealthCare, its products and policies and other information

and which is currently located at www.cigna.com. Some portion of this Website may be

password protected at CIGNA HealthCare’s discretion.
2.     EFFECT OF SETTLEMENT

       The claims made against CIGNA HealthCare by Class Representatives and Class

Members in the Litigation and all Released Claims shall be fully compromised and settled by

performance of this Agreement according to its terms.

3.     COMMITMENT TO SUPPORT AND COMMUNICATIONS WITH CLASS
       MEMBERS
       The Settling Parties agree that it is in their best interests to consummate this Agreement

and all the terms and conditions contained herein and to cooperate with each other and to take all

actions reasonably necessary to obtain Court approval of this Agreement and entry of the orders

of the Court that are required to implement its provisions. They also agree to support this

Agreement in accordance with and subject to the provisions of this Agreement.

       CIGNA HealthCare hereby agrees, upon execution of this Agreement, to withdraw its

pending appeal of the Court’s September 26, 2002 Order Granting Provider Track Class

Certification before the United States Court of Appeals for the Eleventh Circuit.
Notwithstanding the foregoing, if this Agreement is terminated or does not become effective for

any reason, Settling Parties agree that, in addition to otherwise restoring the Settling Parties to

their status prior to entering into this Agreement, any further ruling on the propriety of the

Court’s September 26, 2002 Order Granting Provider Track Class Certification certifying


                                                 26
classes in Shane shall apply to the Released Persons as if the Released Persons had participated

in further proceedings with respect to that Order.

       Class Counsel and Plaintiffs shall make every reasonable effort to encourage putative

Class Members to participate and not to Opt Out. In addition, Class Counsel shall make all

reasonable efforts to enforce the Compliance Dispute resolution provisions of this Agreement set

forth in Section 15.

       Plaintiffs, Class Counsel and CIGNA HealthCare agree that CIGNA HealthCare may

communicate with putative Class Members regarding the provisions of this Agreement, so long

as such communications are not inconsistent with the Initial Notice, the Notice of

Commencement of the Claims Period or other agreed upon communications concerning the

Agreement. CIGNA HealthCare will not discourage the filing of any claims allowed under this

Agreement or advise Class Members with respect to the category or categories of claims that the

Class Members should or should not file under this Agreement. CIGNA HealthCare will refer to

the Settlement Administrator or to Class Counsel any inquiries from Class Members about

claims to be filed under this Agreement.

4.     PRELIMINARY APPROVAL ORDER AND SCHEDULING OF FAIRNESS
       HEARING
       Pursuant to Rule 23(e), the Settling Parties shall submit this Agreement, together with the

exhibits attached hereto, to the Court at a hearing (the “Preliminary Approval Hearing”) for,

among other things, its conditional certification of a settlement class, preliminary approval of the

Agreement and Plan of Notice and scheduling of a Fairness Hearing, and shall apply to the Court

for an Order of Preliminary Approval and Conditional Class Certification, substantially in the

form of Exhibit 2 (“Preliminary Approval Order”).

5.     NOTICE

       5.1     Initial Notice.

       On a date to be fixed by the Court that is within thirty (30) days of the date of the entry

by the Court of the Preliminary Approval Order (the “Notice Date”), and subject to approval by
                                                27
the Court, Initial Notice according to the Plan of Notice, substantially in the form of Exhibits 6

and 7, shall be given by the Settling Parties in cooperation with the Settlement Administrator in

accordance with the Plan of Notice attached hereto as Exhibit 5.

       5.2     Notice of Commencement of the Claims Period.

       Upon Final Approval, and subject to approval by the Court, Notice of Commencement of

the Claims Period shall be given by the Settling Parties in cooperation with the Settlement

Administrator in accordance with the Plan of Notice.

       5.3     Responsibility for Costs of Notice.
       Notice Costs shall be paid by CIGNA HealthCare.

6.     PROCEDURE FOR FINAL APPROVAL; LIMITED WAIVER

       Following the dissemination of the Initial Notice as described in Section 5, the Settling

Parties shall seek the Court’s final approval of this Agreement. Class Members shall have until

the Objection Date to file, in the manner specified in the Initial Notice, any objection or other

response to this Agreement. The Settling Parties agree to urge the Court to set the Objection

Date on the date that is sixty (60) days after the Notice Date (the “Objection Date”).

       6.1     Opt Out Timing and Rights.

       The Initial Notice shall provide that putative Class Members may request exclusion

from the Class by providing notice, in the manner specified in such Initial Notice, on or before a

date set by the Court as the Opt Out Deadline. The Settling Parties agree to urge the Court to set

the Opt Out Deadline on the date that is sixty (60) days after the Notice Date (the “Opt Out

Deadline”).

       Putative Class Members have the right to exclude themselves (“Opt Out”) from this

Agreement and from the Class by timely submitting to the Settlement Administrator a request to

Opt Out and otherwise complying with the agreed-upon Opt Out procedure approved by the

Court. Putative Class Members who or which so timely request to Opt Out shall be excluded

from this Agreement and from the Class. Any putative Class Member who or which does not

                                                 28
submit a request to Opt Out by the Opt Out Deadline or who or which does not otherwise comply

with the agreed upon Opt Out procedure approved by the Court shall become a Class Member

and shall be bound by the terms of this Agreement and the Final Order and Judgment. Any

putative Class Member who or which does not Opt Out of this Agreement shall be deemed to

have taken all actions necessary to withdraw and revoke the assignment to any Person of any

claim against CIGNA HealthCare.

       Any putative Class Member who or which timely submits a request to Opt Out shall have

until the Fairness Hearing to deliver to Class Counsel and the Settlement Administrator a written

revocation of such putative Class Member’s request to Opt Out and shall thereby become a Class

Member. Class Counsel shall apprise the Court of such revocations.
       Within ten (10) days after the Opt Out Deadline, the Settlement Administrator shall

furnish CIGNA HealthCare and Class Counsel with a complete list in machine-readable form of

all Opt Out requests filed by the Opt Out Deadline and not then revoked. CIGNA HealthCare

shall pay the costs of obtaining a copy of the Opt Out requests. A final list of those filing Opt

Out requests and not revoking them shall be prepared by the Settlement Administrator and filed

with the Court at the Fairness Hearing.

       6.2     Setting the Fairness Hearing Date and Fairness Hearing Proceedings.

       The Settling Parties agree to urge the Court to hold the Fairness Hearing on a date that is

approximately one hundred five (105) days after the Notice Date (the “Fairness Hearing Date”)

and to work together to identify and submit any evidence that may be required by the Court to

satisfy the burden of proof for obtaining approval of this Agreement and the orders of the Court

that are necessary to effectuate the provisions of this Agreement, including without limitation the

Final Order and Judgment and the orders contained therein. At the Fairness Hearing, the Settling

Parties shall present evidence necessary and appropriate to obtain the Court’s approval of this

Agreement, the Final Order and Judgment and the orders contained therein and shall meet and



                                                 29
confer prior to the Fairness Hearing to coordinate their presentation to the Court in support of

Court approval thereof.

7.     PROSPECTIVE RELIEF: ADDITIONAL DISCLOSURES;
       CHANGES IN BUSINESS PRACTICES
       The settlement consideration to the Class Members includes, among other things,

initiatives and other commitments with respect to CIGNA HealthCare’s disclosures and business

practices. The Settling Parties agree that the initiatives and other commitments set forth below,

which absent this agreement CIGNA HealthCare would generally be under no obligation to

undertake, constitute substantial value and will enhance and facilitate the delivery of health care

services by Class Members. CIGNA HealthCare investigated and began to implement certain of

the initiatives described in this Section 7 while engaged in discussions to resolve the Litigation.

Such initial and partial implementation, which shows CIGNA HealthCare’s good faith desire to

resolve the Litigation, was undertaken to, and does, form part of the consideration of the

Settlement. CIGNA HealthCare shall have the unilateral and unrestricted right to block access to

and/or not apply any or all of the business practice initiatives set forth below to Physicians who

Opt Out of the Class, except as otherwise required by contract or law.
       CIGNA HealthCare shall be obligated to commence implementing each commitment set

forth in this Section 7 from and after the date set forth on Exhibit 8 attached hereto across from

the relevant section number on such Exhibit and shall continue implementing each such

commitment until the Termination Date, except as otherwise expressly provided in this

Agreement (any earlier date provided for herein being a “Conclusion Date”). With respect to

each commitment set forth in this Section 7, the “Effective Period” for such commitment shall be

the period of time beginning on the start date set forth for such commitment on Exhibit 8

attached hereto and continuing through the Termination Date.

       7.1     Increased Automated Adjudication of Claims.

       CIGNA HealthCare, recognizing the desirability of making investments to improve its

business relationships with Physicians providing health care services and supplies to CIGNA
                                                 30
HealthCare Members through, inter alia, efficiency in the processing of claims, has made

substantial investments and will continue to make investments in two new claims platforms that

are already receiving newly written business and to which CIGNA HealthCare will migrate

substantially all the claims handling now being performed on its existing claims platforms; and

by the use of its new claims platforms, has increased and will continue to increase the percentage

of claims that are autoadjudicated, in an effort to shorten the period for payment of claims, and to

improve the overall efficiency of the claim adjudication process.

         7.2   Internet Disclosures and Functionality.
       CIGNA HealthCare is making substantial investments, and will continue to make

investments, to enhance the ability of Physicians to register referrals, pre-certify procedures,

submit claims for Covered Services, check CIGNA HealthCare Member eligibility for Covered

Services (based upon current information supplied by or relating to Plan sponsors), and check the

status of claims for Covered Services, in each case via the Internet and clearinghouses.

               a.      Addition of Disclosures to CIGNA HealthCare’s Website.

                       (1)     In General.

       CIGNA HealthCare will place additional information about CIGNA HealthCare’s claim

administration policies and procedures on CIGNA HealthCare’s Website at www.cigna.com, and

shall periodically update this additional information pursuant to Section 7.2.b of this Agreement.

An index or table of contents shall be included with the additional information posted, and the

additional information shall be word-searchable. If prior to the Termination Date, any portion is

made password protected and passwords are provided to Class Members, a password will also be

provided to Notice Counsel for the benefit of Class Members and for use in monitoring

performance under the terms of this Agreement.

                       (2)     Specifications for Additional Disclosures.

       The additional information that CIGNA HealthCare shall post and periodically update on

its Website shall include disclosures on the topics identified below.

                                                 31
                              (a)     Forms to be Used for Submitting Claims.

        The forms to be used for submitting claims, both in paper and electronic format, shall be

identified.
                              (b)     Software or Programs Used to Review Relationships
                                      Among Billing Codes.
        The computer claims processing software or programs used by CIGNA HealthCare to

review the relationships among billing codes (e.g., ClaimCheck®) shall be identified by name

and version, including any software used to audit the relationship between CPT® or HCPCS

Level II Codes, or other billing codes, and diagnosis codes.

                              (c)     Requirements with Respect to Fee for Service Claims.

        The items of information that CIGNA HealthCare requires on a claim form, whether

paper or electronic, and the information (if any) that CIGNA HealthCare requires to accompany

that claim form in order to permit CIGNA HealthCare to process the claim for payment shall be

described. The disclosure shall include a description of those limited categories of claims for

which the submission of Clinical Information by Class Members may be required (e.g., claims

for multiple procedures in the same anatomical region where one of the submitted procedures is

coded with modifier 59, claims for unlisted procedures, etc.) in order to obtain payment of the

claim as submitted. This disclosure shall be consistent with Section 7.17.b.

                              (d)     Timing of Claim Submission.

        Class Members shall have one hundred eighty (180) days from the date of service to

submit claims to CIGNA HealthCare. With respect to claims submitted more than one hundred

eighty (180) days after the date of service, CIGNA HealthCare shall specify on its Website those

circumstances under which such claims shall be accepted for processing and, if appropriate, for

payment. CIGNA HealthCare shall waive the one hundred eighty (180) day limit for a

reasonable period in the event that a Class Member gives notice to CIGNA HealthCare along

with appropriate evidence of extraordinary circumstances that resulted in the delayed submission.



                                                32
CIGNA HealthCare shall determine “extraordinary circumstances” and the reasonableness of the

submission date.

                                (e)    Procedures for Appealing Partial or Total Claim Denials
                                       or Reductions.
       The procedures for appealing a partial or total claim denial or reduction, including the

documentation that must accompany the appeal and the address to which appeals must be

directed, shall be described.

                                (f)    Certain Claim Bundling Logic.

       CIGNA HealthCare shall use its best efforts to describe with particularity any single

Claim Coding and Bundling Edit that it reasonably judges, based on its experience with

submitted claims, will cause, on the initial review of submitted claims, the denial of or reduction

in payment for a CPT® Code or HCPCS Level II Code more than five hundred (500) times per

year. To the extent CIGNA HealthCare intends, following Final Approval of this Agreement, to

apply any Claim Coding and Bundling Edits that are identified for Category One Compensation

in this Agreement, those Claim Coding and Bundling Edits shall be identified.
                                 (g)   Policies Respecting the Reimbursement of Supplies.

CIGNA HealthCare’s policies regarding the reimbursement of supplies and materials utilized in

the provision of Covered Services by Class Members, including those instances where the

submission of Clinical Information may be required in order for Class Members to obtain

payment of the claim as submitted, shall be described.

                                (h)    Policies Respecting Multiple Procedures Performed on the
                                       Same Date of Service.
       Consistent with this Agreement, CIGNA HealthCare’s policies and procedures for

reducing the indicated payments for the second and subsequent procedures performed on the

same patient on the same date of service shall be described.




                                                33
                              (i)     Postings with Regard to Definitions of “Medical
                                      Necessity” and “Medically Necessary.”

        CIGNA HealthCare shall post the definitions of “Medical Necessity” and “Medically

Necessary,” as set forth in Section 7.16.a(1) hereof.

                              (j)     Postings with Regard to Medical Necessity Clinical
                                      Guidelines.
        CIGNA HealthCare shall post those internally developed clinical guidelines, consistent

with Section 7.16.b, used by CIGNA HealthCare to assist in making Medical Necessity

determinations, along with a list of the resources used to develop such guidelines. To the extent

CIGNA HealthCare uses any guidelines licensed from third parties or derived from peer-review

journals or similar sources to assist in making Medical Necessity determinations, CIGNA

HealthCare shall post, as applicable, the title, author/source, volume, and publication date of

such guidelines. CIGNA HealthCare shall provide, upon request by the Class Member, a

complete copy of the relevant guideline applicable to a specific service and clinical indication

through the electronic mail provider inquiry facility identified in Section 7.3 of this Agreement

or through existing CIGNA HealthCare provider relations communication channels.

                              (k)     Procedures for Obtaining Fee Schedule Information and
                                      Claim Bundling Logic Information Via Electronic Mail.
        CIGNA HealthCare shall describe the procedures available to Class Members to obtain

fee schedule information and information regarding CIGNA HealthCare’s Claim Coding and

Bundling Edits via electronic mail, pursuant to Section 7.3 of this Agreement.

                              (l)     Databases Used to Determine “Reasonable and
                                      Customary” Charges.
        If CIGNA HealthCare uses databases licensed from one or more third parties in order to

determine “reasonable and customary” billed charges in the medical community, those databases

shall be identified.




                                                34
                               (m)    Drug Formularies.

       CIGNA HealthCare shall identify its drug formularies applicable to Plans, inclusive of

tiers (if any) applicable to said formularies.
                               (n)     External Review Entities.

       CIGNA HealthCare shall post the names, addresses, phone numbers and web addresses

of all external review entities CIGNA HealthCare uses to conduct its Medical Necessity External

Review Process.
                               (o)     ERA/EFT Capabilities.

       CIGNA HealthCare shall post ERA/EFT capabilities.

                               (p)     Services or Supplies for Which Precertification is Required.

       In a manner consistent with Section 7.5 hereof, CIGNA HealthCare shall identify those

services or supplies for which precertification is routinely required for its products. If a Self-

Insured Plan specifies services or supplies that are different from or in addition to the services or

supplies for which CIGNA HealthCare routinely requires precertification, that information will

be identified on the Website if the Self-Insured Plan sponsor consents. CIGNA HealthCare will

recommend to its Self-Insured Plan customers that they allow such Website identification.

CIGNA HealthCare will recommend to its Self-Insured Plan customers that they utilize CIGNA

HealthCare’s standard list of services or supplies for which precertification is required.
                               (q)     Online Eligibility and Other Information.

       CIGNA HealthCare Members’ eligibility and benefits shall be disclosed through a secure,

online provider self-service tool that allows Physicians or their staffs to access the most current

information available to CIGNA HealthCare about CIGNA HealthCare Members’ general

benefits, coverage dates, copay and deductible information. Physicians may access CIGNA

HealthCare’s standard referral requirements and lists of services or supplies for which

precertification is routinely required through CIGNA HealthCare’s Website.

                                                 35
                                 (r)    Electronic Mail Address for Fee Schedule, Billing Edits,
                                        and Other Information.
       CIGNA HealthCare shall place on its Website a “hot link” with the address where

Physicians can submit inquiries to obtain information available under Section 7.3.

                                 (s)    Savings Clause.

       Nothing in this Section 7.2.a(2) shall be applied in a manner inconsistent with another

provision of this Agreement. Such other provision shall govern.

                       (3)       Form of Initial Disclosure Content.

       The form of initial disclosures required to be posted pursuant to this Agreement shall be

presented to Notice Counsel and a limited number of the Plaintiffs for their review and approval

at least forty-five (45) days prior to the Fairness Hearing. Notice Counsel shall respond

promptly to this presentation.

               b.      Periodic Updates of Disclosures.

       During the term of this Agreement, CIGNA HealthCare shall make appropriate revisions

to the disclosures posted on CIGNA HealthCare’s Website pursuant to this Agreement if any of

the following circumstances occur.

                       (1)       Changes to Policies and Procedures.

       If the policies, procedures, or limitations that are included in the initial disclosures are

materially changed by CIGNA HealthCare, such that continued posting of the initial disclosures

as to those policies, procedures, and/or limitations would be materially misleading, CIGNA

HealthCare shall revise the posted disclosures so that they remain accurate.

                       (2)       Introduction of New or Revised Claim Review Software or
                                 Programs.
       If CIGNA HealthCare intends to begin use of a new or revised computer claims

processing software or program to review the relationships among billing codes (including

updates to ClaimCheck®), CIGNA HealthCare shall post a disclosure of CIGNA HealthCare’s

intention to do so on its Website at least sixty (60) days in advance of applying the new or

revised computer software or program to any Class Member’s claims, to enable Class Members
                                             36
to make electronic mail requests for information about how the new or revised computer

software or program will affect their specific combinations of billing codes, as generally

described in Section 7.3.

                      (3)     Introduction of New Claim Coding and Bundling Edits.

       CIGNA HealthCare shall use its best efforts to post on its Website a disclosure of

CIGNA HealthCare’s intention to begin applying any new Claim Coding and Bundling Edit not

previously applied where CIGNA HealthCare reasonably judges, based on its experience with

submitted claims, that the new Claim Coding and Bundling Edit will cause, on the initial review

of submitted claims, the denial of or reduction in payment for a CPT® Code or HCPCS Level II

Code more than five hundred (500) times per year. CIGNA HealthCare shall use its best efforts

to post such disclosures on the Website at least thirty (30) days in advance of applying the new

Claim Coding and Bundling Edit to submitted claims.

                      (4)    Changes to CIGNA HealthCare’s Maximum Default Fee Schedules.
       CIGNA HealthCare shall dedicate a page on CIGNA HealthCare’s Website for use in

alerting Class Members to anticipated changes in the maximum default fee schedules used in

CIGNA HealthCare’s various geographic markets. If CIGNA HealthCare intends, in any such

geographic market, to make a change to any applicable maximum default fee schedule, CIGNA

HealthCare shall disclose its intention to make such a change, the effective date of such change,

and the general nature of the change (e.g., that the change involves moving from 2002 Medicare

RVUs to 2003 RVUs, if the underlying fee schedule is based on a Medicare fee schedule) on the

dedicated fee schedule Website page no less than ninety (90) days prior to such effective date.

The fee schedule change disclosures shall be organized geographically to facilitate consultation

and inquiry by Class Members. This page shall be linked to the electronic mail address created

in accordance with Section 7.3 of this Agreement. While CIGNA HealthCare shall be required

to respond to Class Members’ electronic mail inquiries seeking applicable fee schedule amounts,

pursuant to Section 7.3, and consistent with 7.8.b of this Agreement, CIGNA HealthCare shall

                                                37
have no obligation under this Agreement to post an entire fee schedule, with amounts, on the

dedicated fee schedule page.

               c.     Prohibition on Certain Representations.

       CIGNA HealthCare shall not, under any circumstances, represent in its Website

disclosures, in any other disclosure materials, or orally that CIGNA HealthCare’s Claim Coding

and Bundling Edits are endorsed by the American Medical Association or that the American

Medical Association has participated in the development of CIGNA HealthCare’s Claim Coding

and Bundling Edits.

       7.3     Availability of Fee Schedule, Claims Coding Edits and Other Information
               Through Establishment of Electronic Mail Provider Inquiry Facility.
       CIGNA HealthCare shall establish and designate an electronic mail address on its

Website to receive and respond to Class Members’ inquiries concerning CIGNA HealthCare’s

claim administration policies, procedures and limitations, and issues related to coverage. A

Class Member shall be entitled to use this electronic mail address to: (a) inquire of CIGNA

HealthCare concerning the Claim Coding and Bundling Edits applicable to specific combinations

of billing codes; (b) make reasonable requests for applicable fee schedule amounts for all CPT®

or other billing codes related to a Class Member’s practice; (c) inquire of CIGNA HealthCare

concerning whether certain medical services, procedures or supplies are Covered Services within

the meaning of a CIGNA HealthCare Member’s benefit plan; and (d) request a copy of a specific

clinical guideline as applied to a specific procedure or specific episode of care used by CIGNA

HealthCare to assist in making Medical Necessity determinations. CIGNA HealthCare shall use

its best efforts to prepare and provide responsive information to Class Members’ electronic mail

inquiries under this Section within ten (10) days of receiving such inquiries. There will be no

charge for such inquiries, regardless of the number of such inquiries made. CIGNA HealthCare

shall make this procedure available to Participating Physicians and other Physicians who are

considering becoming Participating Physicians.


                                                38
       7.4     Investments in Initiatives to Improve Provider Relations.

       Since the inception of this Litigation, and through the Termination Date, CIGNA

HealthCare has and will expend significant amounts of money and other resources to improve its

relations with those providing health care services and supplies to CIGNA HealthCare Members,

and in particular to carry out the initiatives described in Sections 7.1, 7.2, 7.3, 7.7, 7.23 and 7.24

of this Agreement.

       7.5     Reduced Number of Services or Supplies Requiring Precertification.

       CIGNA HealthCare has reduced the number of services or supplies requiring

precertification and will undertake efforts to standardize the services and supplies for which

precertification is required across all CIGNA HealthCare Insured Plans and Self-Insured Plans.

CIGNA HealthCare’s Self-Insured Plan customers may, however, specify services or supplies

for which precertification is required that differ from or are in addition to the services or supplies

for which CIGNA HealthCare routinely requires precertification. A list of services or supplies

for which precertification is required shall be posted by CIGNA HealthCare as set forth in

Section 7.2.a(2)(p) hereof. CIGNA HealthCare shall permit Class Members to seek

precertification through electronic means.
       7.6     Greater Notice of Policy and Procedure Changes.

       CIGNA HealthCare shall, if it intends to make a material adverse change in the terms of

contracts with Participating Physicians, give ninety (90) days written notice to each Participating

Physician affected thereby (except to the extent that a shorter notice period is required to comply

with changes in applicable law) and the change shall become effective at the conclusion of the

ninety (90) day notice period. If a Participating Physician objects to the change that is subject to

the notice, the Participating Physician must, within thirty (30) days of the date of the notice, give

written notice to terminate his, her or its contract with CIGNA HealthCare, which termination

shall be effective at the end of the ninety (90) day notice period of the material adverse change.



                                                  39
The continuation of care provisions in Section 7.13.c hereof shall apply to any such contract

termination.

       7.7     Initiatives to Reduce Claims Resubmissions.

       CIGNA HealthCare has developed, will implement and will maintain at least until the

Termination Date processes to send next-Business Day written communications to Physicians

when it is determined that additional information is necessary to process a claim, explaining the

information needed, and to send two written reminders at thirty (30) days and sixty (60) days if

the necessary information has not been received in response to the initial communication. If the

necessary information has not been received at ninety (90) days, then the claim will be denied at

that time, and the Physician may appeal pursuant to 7.10 or 7.11. If CIGNA HealthCare obtains

information prior to that time showing that the claim should be denied, CIGNA HealthCare will

promptly deny the claim, so that the Physician may pursue any other remedies the Physician may

have. If the denial is based on eligibility of the patient, the Physician may directly bill the patient.
       7.8     Disclosure of and Commitments Concerning Claim Payment Practices.

               a.      Consistency Across Ongoing Claims Systems and Products.

       CIGNA HealthCare shall cause its automated “bundling” and other claims payment rules

to conform to this Agreement and to be consistent in all material respects across its ongoing

claims systems and products; and it will continue to maintain such consistency at least until the

Termination Date.
               b.      Availability of Web-Based Pre-Adjudication Tool.

       If a software vendor makes commercially available a web-based pre-adjudication tool

that would allow Participating Physicians to obtain information regarding the manner in which

CIGNA HealthCare’s claims systems adjudicate claims for specific CPT® Codes or

combinations of such Codes, consistent with the provisions of this Agreement, CIGNA

HealthCare shall make such tool available on its Website as soon as practical after it becomes

available on commercially reasonable terms. CIGNA HealthCare shall make good faith efforts to

                                                  40
obtain any such tool on commercially reasonable terms. If CIGNA HealthCare makes available

such tool, it may cease to provide the information that is made available through the tool

pursuant to any other provisions of this Agreement.

                 c.     Requirement for Submission of Clinical Information.

          CIGNA HealthCare shall not routinely require submission of Clinical Information before

or after payment of claims. Notwithstanding the foregoing, (i) CIGNA HealthCare may require

submission of Clinical Information before or after payment of certain categories of claims and

shall promptly disclose on the Website any such claim category or categories pursuant to Section

7.2.a(2)(c); and (ii) CIGNA HealthCare may require submission of Clinical Information before

or after payment of claims for the purpose of investigating fraudulent, abusive or other

inappropriate billing practices but only so long as, and only during such times as, CIGNA

HealthCare has a reasonable basis for believing that such investigation is warranted and

Physicians may contest such requirement pursuant to Section 7.12. Nothing contained in this

Section 7.8.c is intended, or shall be construed, to limit CIGNA HealthCare’s right to require

submission of Clinical Information for precertification purposes consistent with Section 7.5

herein.
          7.9    Physician Advisory Committee.

                 a.     CIGNA HealthCare shall take all actions necessary on its part to establish

an advisory committee (“Physician Advisory Committee”) to discuss agenda items of nationwide

scope. CIGNA HealthCare shall thereafter continue to maintain the Physician Advisory

Committee at least through the Termination Date. The Physician Advisory Committee shall meet

at least once every six (6) months. The meetings shall be conducted in Bloomfield, Connecticut,

but attendance may be in person or by teleconference or by video-conference.
                 b.     The Physician Advisory Committee shall include nine (9) members, one

of whom shall be CIGNA HealthCare’s Chief Medical Officer or his or her designee, who shall

serve as chairperson of the Physician Advisory Committee. Except as provided in this Section

                                                 41
7.9.b, the remaining members shall be Physicians who are not employees of CIGNA HealthCare.

CIGNA HealthCare shall select two (2) members in addition to its Chief Medical Officer not

later than thirty (30) days after the date of the entry of the Preliminary Approval Order; Notice

Counsel, on behalf of and after consultation with the Plaintiffs, shall select three (3) members not

later than thirty (30) days after the date of the entry of the Preliminary Approval Order, and those

six shall select the remaining three (3) members not later than ninety (90) days after the date of

the entry of the Preliminary Approval Order. The Settling Parties shall use reasonable efforts to

cause one of such three (3) remaining members to be a Non-Participating Physician. The

members selected by Notice Counsel shall include at least one board-certified primary care

Participating Physician and at least one board-certified specialist Participating Physician. The

names of the members of the Physician Advisory Committee and the dates of the Physician

Advisory Committee meetings shall be posted on CIGNA HealthCare’s Website. If any member

discontinues serving on the Physician Advisory Committee, that member’s position shall be

filled in the same manner as the member was originally selected.
               c.      Subject to such procedures as the Physician Advisory Committee may

adopt, it may consider any issue at a meeting at which a quorum is present, including proposals

for discussion submitted by Class Members through an address to be maintained on CIGNA

HealthCare’s Website. A quorum shall consist of at least two (2) of the appointees of Notice

Counsel, two (2) of the representatives of CIGNA HealthCare and two (2) of the representatives

selected by the representatives appointed by CIGNA HealthCare and Notice Counsel. The

Physician Advisory Committee, by a majority vote of a quorum, shall have authority to

recommend changes to CIGNA HealthCare’s business practices. CIGNA HealthCare shall

consider whether the implementation of any recommendation of the Physician Advisory

Committee is commercially feasible and consistent with the best interests of Class Members,

CIGNA HealthCare Members, customers, shareholders and other constituencies. If CIGNA

HealthCare decides not to accept a recommendation of the Physician Advisory Committee,

                                                42
CIGNA HealthCare shall communicate that decision in writing to the Physician Advisory

Committee with an explanation of CIGNA HealthCare’s reasons. The Committee’s

recommendations and CIGNA HealthCare’s responses will be published on CIGNA

HealthCare’s Website. CIGNA HealthCare agrees to include in the Certification filed annually

and at the end of the Effective Period a listing of all Physician Advisory Committee

recommendations made to CIGNA HealthCare and CIGNA HealthCare’s responses to such

recommendations.

               d.      Each member of the Physician Advisory Committee will agree to maintain

and treat as confidential any proprietary information reasonably designated as such by CIGNA

HealthCare. No member of the Physician Advisory Committee shall serve as a member of an

advisory or similar committee established by any other managed care company or health insurer,

but this provision is not meant to exclude Physicians who serve on credentialing or similar

committees for other companies.
               e.      CIGNA HealthCare shall pay the reasonable expenses of each Physician

Advisory Committee member in attending meetings of the Physician Advisory Committee and

shall pay a reasonable honorarium to each member other than the chairperson for attendance at a

meeting.

       7.10     Dispute Resolution Process for Physician Billing Disputes.

               a.      CIGNA HealthCare shall implement an independent, external billing

dispute review process (the “Billing Dispute External Review Process”) for resolving disputes

with Class Members concerning the application of CIGNA HealthCare’s coding and payment

rules and methodologies to (i) patient specific factual situations, including without limitation the

appropriate payment amount when two or more CPT® Codes are billed together, or whether the

Class Member’s use of modifiers is appropriate, or (ii) any Retained Claims, so long as such

Retained Claims are submitted by the Physician to the Billing Dispute External Review Process

prior to the later to occur of either ninety (90) days after Final Approval or thirty (30) days after

                                                  43
exhaustion of CIGNA HealthCare’s internal appeals process. Each such matter shall be a

“Billing Dispute.” The Reviewer (as defined below) shall not have jurisdiction over any disputes

that are not patient specific application of Claim Coding and Bundling Edits, including without

limitation those disputes that fall within the scope of the Medical Necessity External Review

Process set forth in Section 7.11 of this Agreement, disputes about the submission of Clinical

Information that fall within the scope of Section 7.12, Compliance Disputes and disputes

concerning the scope of Covered Services. Nothing contained in this Section 7.10 is intended, or

shall be construed, to supersede, alter or limit the rights or remedies otherwise available to any

Person under § 502(a) of ERISA or to supersede in any respect the claims procedures of § 503 of

ERISA.
               b.      Any Class Member may submit Billing Disputes through the Billing

Dispute External Review Process upon payment of a filing fee calculated as set forth in Section

7.10.j and in accordance with the provisions of this Section 7.10, after the Class Member

exhausts CIGNA HealthCare’s internal appeals process, when the amount in dispute (either a

single claim for Covered Services or multiple claims involving the same or similar issues)

exceeds Five Hundred Dollars ($500). Whether a claim is “similar” to another claim shall be

determined by the Reviewer (defined below). CIGNA HealthCare shall post a description of its

health care provider internal appeals process on its Website. Each Billing Dispute shall be

submitted on a form (the “Billing Dispute Form”) and shall include any Clinical Information the

Class Member believes is relevant to the Billing Dispute. The Billing Dispute Form and a

description of the procedure to be followed in submitting a Billing Dispute shall be set forth on

the Website.
               c.      The Billing Dispute External Review Process shall be conducted

by an organization acceptable to CIGNA HealthCare and Notice Counsel (the “Billing Dispute

Administrator”), which Billing Dispute Administrator shall designate independent certified

procedure coding specialists to resolve Billing Disputes (“Reviewers”). A Billing Dispute shall

                                                 44
be resolved on a written record, consisting of documents submitted by the Class Member and

CIGNA HealthCare, without oral argument. The procedures for submission of Billing Disputes

and the identity of the Reviewers will be posted on CIGNA HealthCare’s Website. CIGNA

HealthCare and the appealing Class Member shall supply appropriate documentation to the

designated Reviewer not later than thirty (30) days after request by such Reviewer.

               d.      Notwithstanding the foregoing, a Class Member may submit a Billing

Dispute if less than Five Hundred Dollars ($500) is at issue and if such Class Member intends to

submit additional Billing Disputes during the one (1) year period following the submission of the

original Billing Dispute which involve issues that are the same as or similar to those of the

original Billing Dispute, in which event the Billing Dispute External Review Process will, at the

request of such Class Member, be deferred while the Class Member accumulates such additional

Billing Disputes. In the event that a Billing Dispute is deferred pursuant to the preceding

sentence and, as of the Termination Date, the Class Member has not accumulated the requisite

amount of Billing Disputes and CIGNA HealthCare has chosen not to continue the Billing

Dispute External Review Process following the Termination Date, then any rights the Class

Member had as to such Billing Disputes, including rights to arbitration, shall be tolled from the

date the Billing Dispute was submitted to the Billing Dispute External Review Process through

and including the Termination Date.

               e.      In any event, a Class Member will have one (1) year from the date he, she
or it submits the original Billing Dispute and requests that consideration of such Billing Dispute

should be deferred to allow submission of additional Billing Disputes involving issues that are

the same as or similar to those of the original Billing Dispute and amounts in dispute that in

aggregate exceed Five Hundred Dollars ($500). In the event such additional Billing Disputes are

not so submitted pursuant to the preceding sentence, the Billing Dispute Administrator shall

dismiss the original Billing Dispute and any such additional Billing Disputes and, in that event,

the filing fee will be refunded by CIGNA HealthCare to the Class Member.

                                                45
               f.      The filing fee shall be payable upon the submission of the original Billing

Dispute and shall apply to all subsequent Billing Disputes submitted pursuant to the first

sentence of Section 7.10.d until the aggregate amount at issue exceeds One Thousand Dollars

($1,000) at which time additional filing fees will be payable in accordance with Section 7.10.j.

The Class Member may withdraw the Billing Disputes at any time before the aggregate amount

in dispute reaches Five Hundred Dollars ($500) and, in that event, the filing fee will be refunded

by CIGNA HealthCare to the Class Member.

               g.      The Class Member must exhaust CIGNA HealthCare’s internal appeals
process before submitting a Billing Dispute to the Billing Dispute External Review Process;

provided that a Class Member shall be deemed to have satisfied this requirement if CIGNA

HealthCare does not communicate notice of a final decision resulting from such internal appeals

process within forty-five (45) days of receipt of all documentation required to decide the internal

appeal. In the event CIGNA HealthCare and a Class Member disagree as to whether the

requirements of the preceding sentence have been satisfied, such disagreement shall be resolved

through the Billing Dispute External Review Process. Except as otherwise provided in this

Section 7.10, all Billing Disputes must be submitted to the Billing Dispute External Review

Process no more than ninety (90) days after a Class Member exhausts CIGNA HealthCare’s

internal appeals process and the Billing Dispute External Review Process shall not be used to

hear or decide any Billing Dispute submitted more than ninety (90) days after CIGNA

HealthCare’s internal appeals process has been exhausted. The Billing Dispute Administrator

shall resolve any question as to whether a Billing Dispute has been timely submitted and such

decision shall be final and not reviewable. The Billing Dispute Administrator shall also resolve

any question as to whether a submitted dispute is properly cognizable as a Billing Dispute and

such decision shall be final and non-reviewable. CIGNA HealthCare shall supply appropriate

documentation to the Billing Dispute External Review Process not later than thirty (30) days

after request by the Reviewer, which request shall not be made if Billing Disputes are submitted

                                                46
pursuant to Section 7.10.d until Billing Disputes have been submitted involving amounts in

dispute that in aggregate exceed Five Hundred Dollars ($500).

               h.         Except to the extent otherwise specified in this Section 7.10, procedures

for review through the Billing Dispute External Review Process, including without limitation the

documentation to be supplied to the Reviewer and a prohibition on ex parte communications

between any party and the Reviewer, shall be set by agreement between CIGNA HealthCare and

Notice Counsel, and shall be set forth in the Certification filed annually and at the end of the

Effective Period. Such procedures shall provide that (i) a Class Member submitting a Billing

Dispute to the Billing Dispute External Review Process shall state in the documents submitted to

the Billing Dispute External Review Process the amount in dispute, and (ii) the Reviewer shall

not be permitted to issue an award based on an amount that exceeds the amount stated by such

Class Member in the documents submitted to the Billing Dispute External Review Process to be

in dispute.
               i.         If CIGNA HealthCare and Notice Counsel cannot agree on the

Billing Dispute Administrator within sixty (60) days of the date of the entry of the Preliminary

Approval Order, the matter shall be deemed a Compliance Dispute and referred to the

Compliance Dispute Review Officer. Billing Disputes shall be stayed and any time limitations

shall be tolled pending resolution of such Compliance Dispute.

               j.         For any Billing Dispute that a Class Member submits to the Billing

Dispute External Review Process, the Class Member submitting such Billing Dispute shall pay to

CIGNA HealthCare a filing fee calculated as follows: (i) if the amount in dispute is One

Thousand Dollars ($1,000) or less, the filing fee shall be Fifty Dollars ($50) or (ii) if the amount

in dispute exceeds One Thousand Dollars ($1,000), the filing fee shall be equal to Fifty Dollars

($50), plus five percent (5%) of the amount by which the amount in dispute exceeds One

Thousand Dollars ($1,000), but in no event shall the fee be greater than fifty percent (50%) of

the cost of the review.

                                                   47
               k.      CIGNA HealthCare’s contract(s) with the Billing Dispute

Administrator shall require decisions to be rendered not later than thirty (30) days after receipt of

the documents necessary for the review and to provide notice of such decision to the parties

promptly thereafter.

               l.      In the event that a decision is rendered as a result of the Billing

Dispute External Review Process requiring payment by CIGNA HealthCare, CIGNA HealthCare

shall make such payment after CIGNA HealthCare receives notice of such decision, less any

portion of such amount that is payable by the CIGNA HealthCare Member under his or her Plan

Documents; provided that the interest described in Section 7.18 of this Agreement will be

payable unless the Class Member introduces material new information to the Billing Dispute

External Review Process that was not provided to CIGNA HealthCare during the internal

appeals process.
               m.      CIGNA HealthCare agrees to record in writing a summary of the

results of the review proceedings conducted through the Billing Dispute External Review

Process, including without limitation the issues presented. CIGNA HealthCare agrees to include

a summary of the dispositions of such proceedings in the Certification to be filed annually and at

the end of the Effective Period. If the same issue is the subject of not fewer than twenty (20)

Billing Dispute External Review Process proceedings during the effective period of this

Agreement, and CIGNA HealthCare’s position is overturned in at least fifty percent (50%) of

such matters, CIGNA HealthCare shall bring the matter to the attention of the Physician

Advisory Committee.
               n.      The Billing Dispute External Review Process shall be available at

the option of the Class Member. If such Class Member elects to utilize this process, then any

decision rendered through the Billing Dispute External Review Process shall be binding on

CIGNA HealthCare and the Class Member. For Retained Claims, all Billing Disputes shall be

directed not to the Court nor to any other federal court or state court, arbitration panel (except as

                                                 48
hereinafter provided) or any other binding or non-binding dispute resolution mechanism, but

instead shall be submitted for final and binding resolution to the Billing Dispute External Review

Process so long as such Billing Dispute arises after the establishment of the Billing Dispute

External Review Process.

       7.11    Appeals of Determinations Related to Medical Necessity or the Experimental or
               Investigational Nature of Any Proposed Health Care Service or Supplies.
       CIGNA HealthCare shall maintain the following appeal process with respect to

determinations that a health care service or supply is not Medically Necessary or is of an

experimental or investigational nature.
               a.     Initial Determinations.

       A Physician designated by CIGNA HealthCare shall be responsible for making the initial

determination for CIGNA HealthCare whether proposed health care services or supplies are

Medically Necessary or experimental or investigational (hereinafter in this Section 7.11 only,

Medically Necessary and experimental or investigational shall collectively be referred to as

Medically Necessary except where otherwise noted). A nurse or other health care professional,

acting for a medical director, may approve any health care service or supply as being Medically

Necessary, but only a Physician designated by CIGNA HealthCare may deny any such service or

supply as being not Medically Necessary.
               b.     Two Level Internal Appeals of Medical Necessity Denials.

                      (1)     Level One.

       With respect to an appeal of a determination that a health care service or supply is not

Medically Necessary, CIGNA HealthCare shall adopt a two step internal appeal process which

allows CIGNA HealthCare Members, or a Class Member when authorized in writing by a

CIGNA HealthCare Member, or without written authorization if the service has already been

provided, to pursue appeals of Medical Necessity denials, including appeal by External Review.

That process shall insure that only a Physician may deny the appeal of any CIGNA HealthCare

Member or Class Member. A nurse or other health care professional employed by CIGNA
                                                49
HealthCare shall review the internal appeal and may grant but not deny the appeal. If the nurse

or other health care professional does not grant the appeal, then a Physician designated by

CIGNA HealthCare, other than the one that made the initial determination of Medical Necessity,

shall review and decide the Level One internal appeal in accordance with applicable CIGNA

HealthCare clinical guidelines, which shall be consistent with Section 7.16.b.

                       (2)     Level Two.

       If the Physician conducting the Level One review determines that the requested health

care service or supply is not Medically Necessary, and if that Physician is not a specialist in the

same specialty as the appealing Physician, a second Physician employed or contracted by

CIGNA HealthCare who is a specialist in the same specialty (but not necessarily the same sub-

specialty) as the appealing CIGNA HealthCare Member’s Physician or the Class Member shall

review the appeal and shall decide the appeal in accordance with applicable CIGNA HealthCare

clinical guidelines, which shall be consistent with Section 7.16.b. If the CIGNA HealthCare

Member does not pursue an appeal and the Physician employed or contracted to perform the

Level One review is of the same specialty as the appealing Class Member, such that no Level

Two review is required, then the appealing Class Member shall be notified that the appealing

Class Member may proceed to external review.
                       (3)     Time Limits for Completing Internal Appeals.

       All internal appeals shall be completed within the time limits required by regulations

issued by the Department of Labor, even those internal appeals for which ERISA is not

applicable.
               c.      Establishment of External Review Program and Scope.

       Following exhaustion of its internal appeal process, CIGNA HealthCare shall make

available to CIGNA HealthCare Members whose health care benefits are provided through an

Insured Plan, and to CIGNA HealthCare Members whose health care benefits are provided

through a Self-Insured Plan and whose Plan sponsors have elected to participate in the program

                                                 50
established by this Section (or in each case, by a Class Member when authorized in writing by

the CIGNA HealthCare Member) the option to appeal directly an adverse determination based

upon lack of Medical Necessity or the characterization of the relevant service or procedure as

experimental or investigational, to an independent external review organization identified by

CIGNA HealthCare (the “Medical Necessity External Review Organization”); provided that,

where there has been a denial based upon Medical Necessity of services already provided, no

authorization from the CIGNA HealthCare Member shall be required. The cost of the external

appeal (the “Medical Necessity External Review Process”) will be borne by CIGNA HealthCare

and the decision of the Medical Necessity External Review Organization shall be binding upon

CIGNA HealthCare and the Class Member. Election to pursue review under this Section is at

the option of the Class Member, who may instead choose any other remedy available as a matter

of law or contract. CIGNA HealthCare shall require that the Medical Necessity External Review

Organization issue its decision within thirty (30) days of the request for External Review. The

external reviewer designated by the Medical Necessity External Review Organization to conduct

the review shall be of the same specialty (but not necessarily the same sub-specialty) as the

appealing Class Member. The Medical Necessity External Review Process offered by CIGNA

HealthCare shall not supersede any state-required program for external review inconsistent with

CIGNA HealthCare’s external review process. In the case of state-required external review

process that is different than the process herein set forth, only the state-required program shall be

utilized where applicable.
                       (1)     The Medical Necessity External Review Organization must meet

the standards for external review entities under applicable federal and state law. The External

Review entity will be contracted to conduct a de novo review of the case consistent with Section

7.16.a(1) of this Agreement, subject to the CIGNA HealthCare Member’s Plan Documents. The

External Review entity shall have the authority to review any adverse determination related to

the Medical Necessity of a particular health care service or supply after the CIGNA HealthCare

                                                 51
Member or his or her Class Member Physician, where appropriate, has exhausted the internal

appeal process or after CIGNA HealthCare and the CIGNA HealthCare Member or his or her

Class Member Physician, where appropriate, agree to forego any level of internal appeal and

proceed directly to external review. The CIGNA HealthCare Member or his or her Class

Member Physician, where appropriate, shall have the option to elect this review within one

hundred eighty (180) days from the date of the final denial decision by CIGNA HealthCare. The

Medical Necessity External Review Organization’s compensation shall not be tied to the

outcome of the reviews performed. Likewise, the selection process among qualified external

appeal entities will not create any incentives for external appeal entities to make decisions in a

biased manner.
                       (2)     Notwithstanding the provisions of this Section 7.11, Class

Members may not seek review of any claim for which the CIGNA HealthCare Member (or his or

her representative) seeks review through the external review program. In the event that both a

CIGNA HealthCare Member (or his or her representative) and a Physician seek review before a

service is rendered, the CIGNA HealthCare Member’s claim shall go forward and the

Physician’s claim shall be dismissed and may not be brought by or on behalf of the Physician in

any forum.

                       (3)     Notwithstanding the provisions of this Section 7.11, Class

Members may not seek review of any claim for which the CIGNA HealthCare Member (or his or

her representative) has filed suit under § 502(a) of ERISA or other suit for the denial of health

care services or supplies on Medical Necessity grounds. In that event, or if such a suit is

subsequently initiated, the CIGNA HealthCare Member’s lawsuit shall go forward and the Class

Member’s claims shall be dismissed and may not be brought by or on behalf of the Class

Member in any forum; provided that such dismissal shall be without prejudice to any Class

Member seeking to establish that the rights sought to be vindicated in such lawsuit belong to

such Class Member and not to such CIGNA HealthCare Member.

                                                 52
                       (4)     Nothing contained in this Section 7.11 is intended, or shall

be construed, to supersede, alter or limit the rights or remedies otherwise available to any Person

under § 502(a) of ERISA or to supersede in any respect the claims procedures under § 503 of

ERISA.

                       (5)     In the event the Medical Necessity External Review Process is

initiated, the Medical Necessity External Review Organization shall request documentation from

CIGNA HealthCare promptly but in any event no later than five (5) Business Days after the

CIGNA HealthCare Member or Class Member initiates the Medical Necessity External Review

Process, and CIGNA HealthCare shall provide such requested documentation within ten (10)

Business Days. The Medical Necessity External Review Organization shall provide a decision

within thirty (30) days of CIGNA HealthCare’s submission of all necessary information. In the

event that a decision in favor of the Class Member is rendered as a result of appeal of a Medical

Necessity External Review for denial of services already provided, CIGNA HealthCare shall

make payment to the Class Member, consistent with Section 7.18 of this Agreement, less any

portion of allowed charges that is payable by the CIGNA HealthCare Member under his or her

Plan Documents; provided that the interest described in Section 7.18 of this Agreement will be

payable unless the Class Member introduces material new information to the Medical Necessity

External Review Process that was not provided to CIGNA HealthCare during the internal appeal

process.

                       (6)     CIGNA HealthCare shall cause its contract with the Medical

Necessity External Review Organization to be consistent with the terms of this Section 7.11.c.

       7.12    Disputes Regarding Compliance With Section 7.8.c.
       Notice Counsel and Defendants’ Counsel will jointly select two persons, one of whom is

experienced in issues of fraud in the health care field, such as a former state or federal

government employee who has been involved in health care fraud investigations, and the other of

whom is experienced in clinical practice (each a “Clinical Information Officer”). The Clinical

                                                 53
Information Officers shall resolve any disputes that arise under Section 7.8.c of this Agreement

with respect to any requirement of CIGNA HealthCare for the submission of Clinical

Information. Such disputes shall not be the subject of review either as a Billing Dispute under

Section 7.10 or as a Compliance Dispute under Section 15 (except in the case of alleged systemic

violation of Section 7.8.c(i)). A Class Member may initiate the process by filing a request for

review (which may involve multiple claims of non-conformity with Section 7.8.c) in the manner

and with the information to be identified on CIGNA HealthCare’s Website, which request shall

be accompanied by a filing fee of Fifty Dollars ($50.00) payable to CIGNA HealthCare.

               a.      Disputes Involving Section 7.8.c(i).

       If CIGNA HealthCare is not invoking its right to obtain Clinical Information for the

purpose of investigating possible fraudulent, abusive or other inappropriate billing practices

under Section 7.8.c(ii), then CIGNA HealthCare shall promptly (but in any event within ten (10)

Business Days) so notify the appropriate Clinical Information Officer, and both CIGNA

HealthCare and the Class Member shall, upon request by the Clinical Information Officer,

supply within twenty (20) Business Days such information to the Clinical Information Officer

and to the other party as they deem relevant to the issue of compliance with Section 7.8.c(i). The

Clinical Information Officer shall then make a determination, binding on both parties, of the

issue of compliance with Section 7.8.c(i).

               b.      Disputes Involving Section 7.8.c(ii).

       If CIGNA HealthCare is invoking its right to obtain Clinical Information under Section

7.8.c(ii), then it shall promptly (but in any event within ten (10) Business Days) so notify the

appropriate Clinical Information Officer and shall submit ex parte and in camera within twenty

(20) Business Days to him or her its reasons for believing that it has reasonable grounds for

proceeding under Section 7.8.c(ii). The Clinical Information Officer, without revealing the

information or material received from CIGNA HealthCare, shall allow the Class Member to

submit, within twenty (20) Business Days of notice from the Clinical Information Officer, any

                                                 54
information supporting his, her or its request beyond that submitted with the initial request. The

sole responsibility of the Clinical Information Officer in these circumstances shall be to make a

binding determination as to whether CIGNA HealthCare has reasonable grounds for its action. If

the Clinical Information Officer determines that reasonable grounds exist, the Clinical

Information Officer shall notify the parties that the matter has been closed pursuant to Section

7.8.c(ii). If the Clinical Information Officer determines that reasonable grounds under Section

7.8.c(ii) do not exist, he or she shall notify the parties that the requirement for submission of

Clinical Information is to cease. Under no circumstances shall the Clinical Information Officer

reveal to the Physician or any other Person the evidence submitted to him or her by CIGNA

HealthCare, and all material submitted to the Clinical Information Officer by CIGNA

HealthCare shall be immediately returned to CIGNA HealthCare, without the retention by the

Clinical Information Officer of any copies or extracts therefrom.

               c.      Miscellaneous

       The authority of a Clinical Information Officer is limited to issues of compliance

with Section 7.8.c and does not extend to issues of payment or otherwise. A Clinical

Information Officer shall attempt to reach a conclusion within twenty (20) days after receipt of

requested documentation from the parties.

       7.13    Participating in CIGNA HealthCare’s Network.

               a.      Advance Credentialing.

       CIGNA HealthCare will allow Physicians to submit credentialing applications (including,

as relevant, licensure and hospital privileges or other required information) and will begin to

process such applications prior to the time that the Physician formally changes or commences

employment or changes location, provided that the Physician must represent that he or she has

new employment or intends to move to a new location. CIGNA HealthCare shall process

completed applications and notify the Physician within ninety (90) days. If a Physician is

already credentialed by CIGNA HealthCare but changes employment or changes location,

                                                 55
CIGNA HealthCare will only require the submission of such additional information, if any, as is

necessary to continue the Physician’s credentials based upon the changed employment or

location.

                  b.   “All Products” or “All Affiliates” Clauses.

       CIGNA HealthCare does not include provisions in its contracts with Class Members that

require, or purport to require, Class Members to participate in one or more of CIGNA

HealthCare’s products (e.g., HMO, PPO, POS, indemnity) as a condition of participating in any

other product, and shall not include such provisions in its contracts with Class Members at least

through the Termination Date. With respect to CIGNA Behavioral Health, unless a psychiatrist,

psychiatric group practice or psychiatric facility and CIGNA Behavioral Health, Inc. agree

otherwise concerning Covered Services to be provided by that psychiatrist or psychiatric facility,

psychiatrists who provide Covered Services to patients for whom CIGNA Behavioral Health, Inc.

provides managed behavioral benefit and/or employee assistance program services and network

services (both CIGNA HealthCare patients and patients covered under other health benefit

arrangements) are expected to provide such Covered Services to all such patients, subject to

Section 7.13.d.

                  c.   Termination Without Cause.

       Unless an Individually Negotiated Contract between CIGNA HealthCare and a

Participating Physician specifies a longer period of notice, or specifies that the contract may not

be terminated except for cause during a defined period of time, either party shall have the right to

terminate the contract without cause upon at least sixty (60) days written notice to the other party.

In the event of a contract termination by either party, the following obligations shall apply with

respect to the continuation of care for those patients of the Participating Physician who are

CIGNA HealthCare Members who suffer from a chronic condition requiring continuity of care

and who are unable, prior to the date of termination, to arrange for an alternative means of

receiving the necessary care. In the case of a continuity of care situation as defined in the

                                                 56
preceding sentence, the Participating Physician shall continue to render necessary care to the

CIGNA HealthCare Member until CIGNA HealthCare, in conjunction with the CIGNA

HealthCare Member, has arranged an alternative means for the provision of such care, provided

that, if after the date of termination the Class Member determines that CIGNA HealthCare has

not used due diligence to arrange alternative care the Class Member may take such action as is

necessary to terminate the Physician-patient relationship. CIGNA HealthCare shall pay claims by

such terminating Participating Physician for such services or supplies at rates provided by the

contract to be terminated through the date of termination and thereafter at the reasonable and

customary rates then prevailing for that geographical area, until such time as an alternative

means for the provision of such care is arranged.

               d.      Rights of Class Members to Refuse to Accept Additional Patients.

       CIGNA HealthCare will not prohibit Class Members from declining to accept CIGNA

HealthCare Members as new patients while remaining open to members of plans insured or

administered by other managed care companies once the number of CIGNA HealthCare

Members who are patients of the Class Member reaches a certain numerical or percentage

threshold established by the Class Member provided that (a) the number of CIGNA HealthCare

Members who are patients of the Class Member exceeds the number of patients who are

members of plans insured or administered by any other single managed care organization at the

time the Class Member closes his practice to CIGNA HealthCare Members; (b) if the acceptance

of new patients causes the number of patients who are members of plans insured or administered

by any other managed care organization to exceed the number of CIGNA HealthCare members,

the Class Member must begin accepting new patients who are CIGNA HealthCare members; and

(c) if a patient of the Class Member becomes a CIGNA HealthCare Member by switching from a

plan insured or administered by another managed care organization to one insured or

administered by CIGNA HealthCare, the Class Member must continue as the patient’s Physician.



                                                57
Furthermore, CIGNA HealthCare will not prevent Class Members from closing their practices to

all new patients.

       7.14    Fee Schedule Changes.

               a.      Notices Regarding Fee Schedules.

       CIGNA HealthCare agrees not to reduce its fee schedule for a Participating Physician

more than once a calendar year (except as provided below in this Section 7.14.a) and shall give

notice of any such change as a material adverse change subject to the provisions of Section 7.6

hereof. Notwithstanding the foregoing, in between such annual changes, CIGNA HealthCare

may increase or decrease the fee schedule payment rates for vaccines, pharmaceuticals, durable

medical supplies or other goods or non-Physician services to reflect changes in market prices,

and CIGNA HealthCare may update fee schedules to add payment rates for newly-adopted

CPT® Codes and for new technologies, and new uses of established technologies, that CIGNA

HealthCare concludes are eligible for payment, and to update such fee schedules to reflect any

applicable interim revisions made by CMS. In the first year of a Physician’s contract, a change

in fee schedule may be made before December 31st of the year in which the contract became

effective. Nothing contained herein shall prevent CIGNA HealthCare from maintaining, altering

or expanding the use of capitation or other compensation methodologies. The requirements in

this Section may be altered pursuant to the terms in Individually Negotiated Contracts.

               b.      Payment Rules for Injectibles, Durable Medical Equipment,
                       Administration of Vaccines, and Review of New Technologies.
       CIGNA HealthCare agrees to pay a fee (per the applicable fee schedule for a

Participating Physician and a reasonable fee for Non-Participating Physicians) for the

administration of vaccines and injectibles in addition to paying for such vaccines and injectibles.

CIGNA HealthCare agrees to pay Participating Physicians for the cost of injectibles and vaccines

at the rate set forth in the applicable fee schedule in each market, as in effect from time to time.

With respect to capitated primary care Participating Physicians, CIGNA HealthCare agrees to

continue to pay fees (in addition to contractually agreed-upon capitation payments) for vaccines
                                                 58
administered pursuant to the schedules recommended by any of the following: the U.S.

Preventive Services Task Force, the American Academy of Pediatrics and the Advisory

Committee on Immunization Practices, as applicable; provided that if the primary care

Participating Physician so requests, CIGNA HealthCare may include such fees within the scope

of capitated services. As of the effective date of such recommendation, CIGNA HealthCare shall

pay for vaccines newly recommended by the institutions identified above. Other than as

specified in the preceding sentence with respect to vaccines, if a Physician Specialty Society

recommends a new technology or treatment or a new use for an established technology or

treatment as an appropriate standard of care, CIGNA HealthCare shall evaluate such

recommendation and issue a coverage statement not later than one hundred twenty (120) days

after CIGNA HealthCare learns of such Physician Specialty Society recommendation. CIGNA

HealthCare agrees to list in the Certification to be filed annually and at the end of the Effective

Period the dates on which such updates are completed and to include in such Certification any

written policies and procedures it has developed regarding payments for the administration of

vaccines and injectibles.
               c.      Appeals of Reasonable and Customary Determinations.

       If a Non-Participating Class Member initiates a dispute using CIGNA HealthCare’s

internal dispute resolution procedures over how CIGNA HealthCare has determined the

“reasonable and customary” charge for a given health care service or supply and, consequently,

over how CIGNA HealthCare has computed the benefits payable for that health care service or

supply, CIGNA HealthCare shall disclose to the Class Member initiating the dispute the data

used by CIGNA HealthCare to determine the “reasonable and customary” charge for that given

health care service or supply.




                                                 59
       7.15    Recognition of Assignments of Benefits of Plan Member.

       When billed by a Non-Participating Physician Class Member for health care services or

supplies provided to a CIGNA HealthCare Member, CIGNA HealthCare will require that the

Non-Participating Physician Class Member shall have received a valid Assignment of Benefits

from the CIGNA HealthCare Member and shall have so evidenced the Assignment to CIGNA

HealthCare. CIGNA HealthCare shall recognize all valid Assignments by CIGNA HealthCare

Members of Plan benefits to Physicians.

       7.16    Application of Clinical Judgment to Patient-Specific and Policy Issues.

               a.      Medically Necessary/Medical Necessity Definition.

                       (1)     Medically Necessary/Medical Necessity Definition.

       Except where state law or regulation requires a different definition, CIGNA HealthCare

shall apply the following definition of “Medically Necessary” or comparable term in each

agreement with Physicians, Physician Groups, and Physician Organizations: “Medically

Necessary” or “Medical Necessity” shall mean health care services that a Physician, exercising

prudent clinical judgment, would provide to a patient for the purpose of evaluating, diagnosing

or treating an illness, injury, disease or its symptoms, and that are (a) in accordance with

generally accepted standards of medical practice; (b) clinically appropriate, in terms of type,

frequency, extent, site and duration, and considered effective for the patient’s illness, injury or

disease; and (c) not primarily for the convenience of the patient or Physician, or other Physician,

and not more costly than an alternative service or sequence of services at least as likely to

produce equivalent therapeutic or diagnostic results as to the diagnosis or treatment of that

patient’s illness, injury or disease. For these purposes, “generally accepted standards of medical

practice” means standards that are based on credible scientific evidence published in peer-

reviewed medical literature generally recognized by the relevant medical community, Physician

Specialty Society recommendations, the views of Physicians practicing in relevant clinical areas

                                                 60
and any other relevant factors. Preventive care may be Medically Necessary, but coverage for

Medically Necessary preventive care is governed by the terms of the applicable Plan Documents.

                      (2)     External Review Statistics.

        Within not more than ninety (90) days after the end of each calendar year and at least

through the Termination Date, CIGNA HealthCare shall post on its Website the number of

Medical Necessity appeals sent to the Medical Necessity External Review Organization for final

determination for the preceding calendar year and the percentage of such appeals that are upheld

or reversed.
               b.     Policy Issues Involving Clinical Judgment.

       In adopting clinical policies with respect to Covered Services, CIGNA HealthCare shall

rely on credible scientific evidence published in peer-reviewed medical literature generally

recognized by the medical community, and shall take into account Physician Specialty Society

recommendations and the views of Physicians practicing in relevant clinical areas and any other

relevant factors. CIGNA HealthCare shall continue to make such policies readily available to

CIGNA HealthCare Members and Physicians via the Website or by other electronic means.

Promptly after adoption, CIGNA HealthCare shall file a copy of each new policy or guideline

with the Physician Advisory Committee.

               c.     Future Consideration by CIGNA HealthCare of an Administrative
                      Exemption Program.
       CIGNA HealthCare shall consider the feasibility and desirability of exempting certain

Participating Physicians from certain administrative requirements based on criteria such as a

Participating Physician’s delivery of quality and cost effective medical care and accuracy and

appropriateness of claims submissions. CIGNA HealthCare shall not be obliged to implement

any such exemption process during the term hereof, and this Section 7.16.c is not intended and

shall not be construed to limit CIGNA HealthCare’s ability to implement any such program on a

pilot or experimental basis, to base exemptions on any grounds determined by CIGNA

HealthCare, or otherwise to implement one or more programs in only some markets.
                                                61
       7.17    Billing and Payment.

               a.      Timing of Claim Submission.

       Except where CIGNA HealthCare and a Class Member have entered into an Individually

Negotiated Contract that provides for a different submission period, CIGNA HealthCare shall

treat all claims submitted within one hundred eighty (180) days of the date of service as timely.

With respect to claims submitted more than one hundred eighty (180) days after the date of

service, CIGNA HealthCare shall specify on its Website those circumstances under which such

claims shall be accepted for processing and, if appropriate, for payment, pursuant to Section

7.2.a(2)(d) hereof.
               b.      Claim Submission.

       CIGNA HealthCare agrees to accept both properly and timely completed paper claims

submitted on Form CMS 1500, UB-92 or the equivalent, and also electronic claims populated

with similar information in HIPAA-compliant format or fields. CIGNA HealthCare may

continue to require submission of Clinical Information in connection with review of specific

claims and as contemplated elsewhere in this Agreement, including without limitation Sections

7.8, 7.19 and 7.20; provided that nothing in this sentence is intended or shall be construed to alter

or limit any restrictions set forth elsewhere in this Agreement concerning CIGNA HealthCare’s

ability to make requests for Clinical Information in connection with adjudication of claims.

CIGNA HealthCare shall disclose on its Website its policies and procedures regarding the

appropriate format for claims submissions and requests for Clinical Information. Nothing herein

is intended to or shall alter CIGNA HealthCare’s right to obtain eligibility information that it

needs to process a claim from the CIGNA HealthCare Member or the CIGNA HealthCare

customer for which CIGNA HealthCare insures or administers the CIGNA HealthCare

Member’s Plan.
       7.18    Payment of Simple Interest on Certain Claims.

               a.      Through the use of two new claims platforms described in Section 7.1 of

                                                 62
this Agreement, CIGNA HealthCare has increased its ability to autoadjudicate claims and to

receive claims electronically. The level of claims submitted electronically has also increased. At

present, approximately 60% of the claims handled on one new system are submitted

electronically and approximately 70% are submitted electronically on the other. The new

systems are presently processing for payment approximately 90% of the number of fee for

service claims that include the information set forth in Section 7.17.b within fourteen (14)

calendar days of receipt. Every claim received by CIGNA HealthCare is and at least until the

Termination Date will be logged with a receipt date whether the claim is received on paper or

electronically. CIGNA HealthCare will continue to pursue initiatives designed to improve the

timeliness of claim processing and shall attempt to include in its contracts with each

clearinghouse a requirement that each such clearinghouse transmit claims to CIGNA HealthCare

within twenty four (24) hours after such clearinghouse’s receipt thereof.
               b.      CIGNA HealthCare shall pay simple interest of six percent (6%) per

annum on the balance due on all claims submitted by Class Members that are processed and

finalized for payment more than thirty (30) calendar days following the submission of all

information necessary to make the claim consistent with Section 7.17.b of this Agreement.

Beginning one year following Final Approval, for claims processed on either of the new systems

referenced above, CIGNA HealthCare shall pay simple interest of six percent (6%) per annum on

the balance due on all claims submitted electronically by Class Members that are processed and

finalized for payment more than fifteen (15) Business Days following the submission of all

information necessary to make the claim consistent with Section 7.17.b of this Agreement.

Notwithstanding the foregoing, if CIGNA HealthCare determines that an applicable state law or

regulation requires interest to be computed and paid at a different interest rate, CIGNA

HealthCare shall observe the requirements of that state law or regulation. Under this provision,

simple interest shall be computed from the sixteenth (16th) or the thirty-first (31st) day (as

appropriate based on the circumstances described above) after CIGNA HealthCare receives the

                                                 63
information necessary to make the claim consistent with Section 7.17.b to the date on which the

claim is processed by CIGNA HealthCare and placed in line for payment. Interest so computed

shall, at CIGNA HealthCare’s election, either be included in the claim payment check or wire

transfer or be remitted in a separate check or wire transfer. Notwithstanding the terms of this

subparagraph, CIGNA HealthCare shall have no obligation to make any interest payment on any

such claim as to which (i) the Class Member , within thirty (30) days of the submission of an

original claim, submits a duplicate claim while the original claim is still being processed; or (ii)

the Class Member violates the terms of his, her or its contract with CIGNA HealthCare by

inappropriately billing a CIGNA HealthCare Member for the balance due from CIGNA

HealthCare. In addition, with respect to interest payments that total less than One Dollar ($1.00)

on any single claim (“de minimis interest”), CIGNA HealthCare may, at its sole option, either (i)

pay such amounts in the same manner as any other interest payment under this paragraph, or (ii)

if it determines that it cannot practically pay using option (i), calculate the total dollar amount of

de minimis interest for each year during the period for which this section 7.18 applies, and pay

such amount to the Foundation. If CIGNA HealthCare elects the approach described in

subsection (ii) in the preceding sentence, the calculation of de minimis interest will be

determined by a claim audit based on statistically valid claim audit procedures and will include

interest on the de minimis interest for the preceding year, which interest of six percent (6%) per

annum will be calculated on a reasonable basis. CIGNA HealthCare will provide the audits to

Notice Counsel.
       7.19    No Automatic Downcoding of Evaluation and Management Claims.

       CIGNA HealthCare shall not automatically reduce the code level of CPT® Evaluation

and Management Codes billed for Covered Services. Notwithstanding the foregoing sentence,

CIGNA HealthCare shall continue to have the right to deny or adjust such claims for Covered

Services on other bases and shall have the right to reduce the code level for selected claims for

Covered Services (or claims for Covered Services submitted by a selected Class Member) based

                                                  64
on a review of Clinical Information at the time the service was rendered for particular claims, a

review of information derived from CIGNA HealthCare’s fraud and abuse detection programs

that creates a reasonable belief of fraudulent, abusive or other inappropriate billing practices, or

other tools that reasonably identify inappropriate coding of Evaluation and Management

services; provided that the decision to reduce is based at least in part on a review of the Clinical

Information.

       7.20    Modifications to Payment Policies.

       CIGNA HealthCare shall modify its claim processing and claim payment policies as

follows and will insure that its automated claims handling will be consistent with the

requirements of this Agreement. If there are legislative or regulatory efforts to bring about

uniform coding and editing standards, CIGNA HealthCare will not oppose such efforts. Nothing

in this Section is intended or shall be construed to require CIGNA HealthCare to pay for

anything other than Covered Services for CIGNA HealthCare Members, to make payment at any

particular rates, to limit CIGNA HealthCare’s right to deny or adjust claims based on reasonable

belief of fraudulent, abusive or other inappropriate billing practices (so long as the Class

Member has had the opportunity to invoke the provisions of Section 7.12) or to supersede

Individually Negotiated Contracts that specifically provide for alternative payment logic.

               a.      Moratorium on Requirement that Providers Submit Clinical Information
                       in Order to Obtain Payment for Surgical Procedures and for Evaluation
                       and Management Services on the Same Date of Service.
       CIGNA HealthCare shall not require Class Members to submit Clinical Information of

their patient encounters in order to receive payment for both surgical procedures and CPT®

Evaluation and Management services for the same patient on the same date of service. CIGNA

HealthCare shall pay for both CPT® Evaluation and Management Codes and surgical codes or

other procedure codes when submitted for the same patient on the same date of service with

appropriate modifiers (e.g., modifiers 25 and 57), unless a Claim Coding and Bundling Edit

(which edit will be disclosed on the Website and shall be consistent with this section 7.20)

                                                 65
precludes payment of the specific combination of billing codes involved. Additionally, CIGNA

HealthCare will remove from its claim review and payment systems those Claim Coding and

Bundling Edits that generally deny payment for CPT® Evaluation and Management Codes when

submitted with surgical or other procedure codes for the same patient on the same date of service

except for a discrete number of exceptions which will be disclosed on CIGNA HealthCare’s

Website. Nothing in this Agreement shall prohibit CIGNA HealthCare from requiring use of the

appropriate CPT® Code modifiers for Evaluation and Management billing codes (e.g., modifiers

25 and 57) on their original claim forms. Moreover, nothing in this Agreement shall preclude

CIGNA HealthCare from requiring Participating Physicians and Non-Participating Physicians (to

the extent the audit is limited to claims submitted under an Assignment of Benefits) to submit to

an audit of their submitted claims (including claims for surgical procedures and Evaluation and

Management services on the same date of service), and to produce copies of their Clinical

Information in connection with such an audit.

               b.     Termination of Use of “Well Woman” Billing Code for Obstetrical and
                      Gynecological Examinations.
       After October 14, 2003, CIGNA HealthCare shall process claims for obstetrical and

gynecological examinations using standard CPT® Codes denoting Evaluation and Management

services, eliminating use of the CIGNA HealthCare “well woman” code (i.e., code 90769).

               c.     Processing of Add-On and Modifier 51 Exempt Billing Codes.
       CIGNA HealthCare will process and separately reimburse add-on billing codes and

modifier 51 exempt billing codes without reducing payment under CIGNA HealthCare’s

Multiple Procedure Logic; provided that the add-on codes are billed with a proper primary

procedure code according to the guidelines and protocols set forth in CPT®.

               d.     Recognition of CPT® Codes and HCPCS Level II Codes.

       CIGNA HealthCare shall update its claims editing software at least once each year to (A)

cause its claim processing systems to recognize any new CPT® Codes or any reclassifications of

existing CPT® Codes as modifier 51 exempt since the previous annual update, and (B) cause its
                                                66
claim processing personnel to recognize any additions to HCPCS Level II Codes promulgated by

CMS since the prior annual update. As to both clauses (A) and (B) above, CIGNA HealthCare

shall not be obligated to take any action prior to the effective date of the additions or

reclassifications. Nothing in this subparagraph shall be interpreted to require CIGNA

HealthCare to recognize any such new or reclassified CPT® Codes or HCPCS Level II Codes as

Covered Services under any Plan Member’s Plan, and nothing in this subparagraph shall be

interpreted to require that the updates contemplated in (A) and (B) be completed at the same

time; provided that (A) and (B) are each completed once each year.
               e.      CPT® Code That Includes Supervision and Interpretation.

       A CPT® Code that includes supervision and interpretation shall be separately recognized

and eligible for payment to the extent that the associated procedure code is recognized and

eligible for payment; provided, that for each such procedure (e.g., review of x-ray or biopsy

analysis), CIGNA HealthCare shall not be required to pay for supervision or interpretation by

more than one physician; and provided further that, consistent with Section 7.8.c of this

Agreement, nothing in this Section 7.20.e shall preclude CIGNA HealthCare from requiring the

submission of Clinical Information substantiating that the requirements of the billed CPT® Code

have been satisfied.

               f.      Indented Codes.

       Other than codes specifically identified as modifier 51-exempt or “add-on,” a CPT®

Code that is considered an indented code within CPT® shall not be reassigned into the primary

(i.e., non-indented) code, from the same CPT® Code series, unless more than one indented code

under the same indentation is submitted with respect to the same service, in which event only

one such code shall be eligible for payment; provided that for indented code series contemplating

that multiple codes in such series properly may be reported and billed concurrently, all such

codes properly billed shall be recognized and eligible for payment.



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               g.      Modifier 59.

       CPT® Codes submitted with a modifier 59 attached will be recognized and eligible for

payment to the extent they designate a distinct or independent procedure performed on the same

day by the same Physician, but only to the extent that (1) although such procedures or services

are not normally reported together they are appropriately reported together under the particular

presenting circumstances; (2) it would not be more appropriate to append any other CPT®

recognized modifier to such codes; and (3) to the extent that the CPT® Code submitted for

payment with a modifier 59 attached is otherwise subject to a Claim Coding and Bundling edit,

substantiating Clinical Information indicates that the use of modifier 59 was appropriate (which

requirement shall be posted on the Website consistent with Section 7.8.c of this Agreement).
               h.      Global Periods.

       No global periods for surgical procedures shall be longer than the period then designated

by CMS; provided that this limitation shall not restrict CIGNA HealthCare from establishing a

global period for surgical procedures (except where CMS has determined a global period is not

appropriate or has identified a global period not associated with a specific number of days).

               i.      Code Changes.

       CIGNA HealthCare shall not automatically change a code to one reflecting a reduced

intensity of the service when such CPT® Code is one among a series that differentiates among

simple, intermediate and complex; provided that, consistent with Section 7.8.c of this Agreement,

nothing in this Section 7.20.i shall preclude CIGNA HealthCare from requiring the submission

of Clinical Information substantiating that the requirements for intermediate and complex

versions of the service have been satisfied.
               j.      Other Modifiers.

       Nothing contained in this Section 7.20 shall be construed to limit CIGNA HealthCare’s

recognition of modifiers to those modifiers specifically addressed in this section 7.20.



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       7.21    Modifications of Language Included in Remittance Forms Provided to Class
               Members.
               a.      Remittance Forms.

       CIGNA HealthCare shall use its best efforts to identify on those Remittance Forms issued

to Class Members the following information: the name of and a number identifying the CIGNA

HealthCare Member, the date of service, the amount of payment per line item, any adjustment to

the invoice submitted and generic explanation therefor in compliance with Health Insurance

Portability and Accountability Act of 1996 (“HIPAA”) requirements, all billing codes submitted

by the Class Members and the distinct charges therefor, and, whether such codes were paid or

denied, and, if denied, the reasons therefor, and an address and telephone number for questions

regarding the claim described in the Remittance Form. Such Remittance Forms shall also

contain a printed disclosure advising Class Members that reconsideration of the application of

any denied billing codes, regardless of the reason for the denial, is available through CIGNA

HealthCare’s appeal procedures, which procedures may require the submission of relevant

Clinical Information. The Settling Parties recognize that certain claim processing systems

currently in use at CIGNA HealthCare cannot immediately meet this requirement and that

implementation of this specification will require the migration of claim processing activity to

other claim processing systems that already meet this specification. The Settling Parties

recognize that this migration effort, which is already underway, is a complex effort that will

occur over time. Accordingly, CIGNA HealthCare shall provide quarterly status reports to

Notice Counsel regarding its efforts to meet this specification, and shall report to Notice Counsel

when the efforts are complete. Once this process of migration has been completed and Notice

Counsel have been so advised, Remittance Forms shall continue to identify all distinct billing

codes submitted by Class Members at least through the Termination Date.

               b.      Balance Billing by Non-Participating Physicians.

       Nothing in this Agreement is intended to, and shall not, alter or change the rights of Non-

Participating Physicians to balance bill or to bill a CIGNA HealthCare Member at rates and on

                                                69
terms that are agreed between the Non-Participating Physician and the CIGNA HealthCare

Member.

       7.22     Overpayment Recovery Procedures.

       CIGNA HealthCare shall initiate or continue to take actions reasonably designed to

reduce Overpayments, and it shall publish on its Website an address and procedures for Class

Members to return Overpayments. In addition, other than for recovery of duplicate payments,

CIGNA HealthCare shall provide Class Members with thirty (30) days written notice before

seeking Overpayment recovery, whether or not the Overpayment occurred during the Class

Period or afterward. The notice shall state the patient name, service date, payment amount,

proposed adjustment, and explanation or other information (including without limitation

procedure code, where appropriate) giving Class Members reasonably specific notice of the

proposed adjustment. CIGNA HealthCare shall not initiate Overpayment recovery efforts more

than twelve (12) months after the original payment; provided that no time limit shall apply to

initiation of Overpayment recovery efforts based on reasonable suspicion of fraud or other

intentional misconduct or initiated at the request of a Self-Insured Plan; and in the event that a

Class Member asserts a claim of underpayment, CIGNA HealthCare may defend or set off such

claim or it may counterclaim based on Overpayments going back in time as far as the claimed

underpayment.

       7.23     Efforts to Improve Accuracy of Information About Eligibility of CIGNA
                HealthCare Members.
       CIGNA HealthCare has sought to increase the accuracy of eligibility data in its systems,

and will continue to do so, by devoting resources to improving each step in the timeliness and

accuracy of transmission of information from CIGNA HealthCare Members to their employers

and from employers to CIGNA HealthCare, through, inter alia, 1) an internal end-to-end review

of the eligibility process from the perspective of both the employer and CIGNA HealthCare; 2)

the application of “Six Sigma” process improvement techniques, a rigorous statistical approach

designed to reduce variation from targeted accuracy standards; 3) the formation of so-called Six
                                                 70
Sigma teams to examine each important step in the chain of eligibility information registration

and to develop procedures or other means to reduce inaccuracy or delays through process

improvement projects; 4) measurement of the results of process improvement projects; 5)

encouragement of employers to submit eligibility data in electronic form, to reduce errors and

mishandling that can impact paper-based processes, and by developing a web-based process for

employers who cannot use other forms of electronic submission; and 6) regular comparison of

CIGNA HealthCare’s eligibility data with employers’ data to improve the accuracy of the data in

CIGNA HealthCare’s systems.
       7.24    Provider Service Centers.

       Since the commencement of this Litigation, CIGNA HealthCare has consolidated its

provider services centers so as to have a center located at each of its five principal claims

handling centers, plus four satellite provider relations centers; and it has established a provider

resolution unit responsible for consolidating and coordinating the identification of problems

being encountered in claims submissions and processing, researching the causes of such

problems and the means for their solutions, and performing certain appeal-related functions.

CIGNA HealthCare shall continue these or other efforts to improve provider services.

       7.25    Effect of CIGNA HealthCare Confirmation of Medical Necessity.

       CIGNA HealthCare agrees that if CIGNA HealthCare certifies that a proposed treatment

is Medically Necessary for a particular CIGNA HealthCare Member, CIGNA HealthCare shall

not subsequently revoke that Medical Necessity determination absent evidence of fraud,

evidence that the information submitted was materially erroneous or incomplete, or evidence of

material change in the CIGNA HealthCare Member’s health condition between the date that the

certification was provided and the date of the treatment that makes the proposed treatment not

Medically Necessary for such CIGNA HealthCare Member. In the event that CIGNA

HealthCare certifies the Medical Necessity of a course of treatment limited by number, time

period or otherwise, then a request for treatment beyond the certified course of treatment shall be

                                                 71
deemed to be a new request and CIGNA HealthCare’s denial of such request shall not be deemed

to be inconsistent with the preceding sentence. Any policies and procedures promulgated to

effectuate this commitment and in effect at the end of the Effective Period shall be included in

the Certification to be filed annually and at the end of the Effective Period.

       7.26    Electronic Connectivity.

       The Website shall operate with a reasonable degree of reliability. If for any thirty (30)

day period during the Effective Period, the Website is inoperable or lacks reliability, CIGNA

HealthCare shall take commercially reasonable measures to enhance the operability and

reliability of the Website. The Certification to be filed annually and at the end of the Effective

Period shall include the dates during the Effective Period on which the Website has been

substantially inoperable.
       7.27     Information About Physicians Posted on CIGNA HealthCare’s Website.

       Information currently posted on CIGNA HealthCare’s Website about individual

Physicians is derived from data supplied by those Physicians and from applicable agreements

between CIGNA HealthCare and a Participating Physician. Upon notice of an inaccuracy sent to

CIGNA HealthCare (pursuant to the direction as to how to give such notice that will be posted

on the Website), CIGNA HealthCare shall take steps reasonably necessary to ensure that the

Website is updated within twenty (20) Business Days after receipt of such notice to reflect any

corrections in the Physician information necessary to make it accurate. Similarly, when CIGNA

HealthCare is notified by a Physician in the manner set forth in the preceding sentence that such

Physician is incorrectly listed on CIGNA HealthCare’s Website as a Participating Physician,

CIGNA HealthCare shall delete any such erroneous reference within twenty (20) Business Days

after receipt of such notice and shall make corresponding changes in systems affecting the level

of payments and generation of EOBs.




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       7.28    Capitation and Physician Organization Specific Issues.

               a.     Capitation Reporting.

   CIGNA HealthCare shall provide Class Members who are capitated with monthly reports

within ten (10) Business Days after the beginning of each month. These monthly reports will

include membership information to allow reconciliation by Class Members of capitation

payments, such information to include CIGNA HealthCare Member identification number or the

equivalent, name, age, address, gender, health plan, Physician Group/Physician Organization

number, copayment, deductible, monthly capitation amount, primary care Physician, provider

effective date, type of coverage, enrollment date, and, in the monthly report following an

applicable change (e.g., selection of new primary care Physician), a report of such change.

               b.     Assignment to Primary Care Physician Where CIGNA HealthCare
                      Member Does Not Make Selection Initially.
       If a CIGNA HealthCare Member does not choose a primary care Physician upon

enrollment, CIGNA HealthCare shall, unless prohibited from doing so by the employer sponsor

of a Self-Insured Plan, assign the CIGNA HealthCare Member to a primary care Physician that is

a Participating Physician randomly selected based upon the CIGNA HealthCare Member’s home

address zip code or on the basis of another reasonable method developed by CIGNA HealthCare.

CIGNA HealthCare will recommend to all Plan sponsors that if a CIGNA HealthCare Member in
the Plan of that sponsor does not select a primary care Physician upon enrollment, then CIGNA

HealthCare will assign the CIGNA HealthCare Member to a primary care Physician that is a

Participating Physician randomly selected based upon the CIGNA HealthCare Member’s home

address zip code or on the basis of another reasonable method developed by CIGNA HealthCare,

pending the CIGNA HealthCare Member’s selection of a primary care Physician. CIGNA

HealthCare shall pay the initially assigned primary care Physician, from the date of the CIGNA

HealthCare Member’s enrollment, any capitation rates under such primary care Physician’s

contract with CIGNA HealthCare, and the assigned primary care Physician shall become

responsible for the care of the CIGNA HealthCare Member in accordance with the applicable
                                                73
terms of such Participating Physician’s agreement with CIGNA HealthCare, from the date of

notice of the enrollment. The CIGNA HealthCare Member has the right to select a new primary

care Physician at any time in accordance with the Plan in which the CIGNA HealthCare Member

is enrolled, which newly selected primary care Physician (if a capitated Physician) shall from the

date of selection begin receiving capitation at such capitation rate specified in such primary care

Physician’s contract with CIGNA HealthCare. At such point in time, the initially assigned

primary care Physician, if a capitated Physician, shall cease receiving any capitation payments.

       7.29    Miscellaneous.
               a.      No Introduction of “Gag Clauses.”

       CIGNA HealthCare does not include in its contracts with Class Members, and, at least

through the Termination Date, will not include in its contracts, any provision restricting the free,

open and unrestricted exchange of information between Class Members and CIGNA HealthCare

Members regarding 1) the nature of the CIGNA HealthCare Member’s medical conditions or

treatment; 2) treatment options and the relative risks and benefits of such options; 3) whether or

not such treatment is covered under the CIGNA HealthCare Member’s Plan; and 4) any right to

appeal any adverse decision by CIGNA HealthCare regarding coverage of treatment that has

been recommended or rendered. CIGNA HealthCare agrees not to penalize or sanction Class

Members in any way for engaging in any free, open and unrestricted communication with a

CIGNA HealthCare Member with respect to the foregoing subjects or for advocating for any

service on behalf of a CIGNA HealthCare Member.
               b.      Ownership of Medical Records.

       CIGNA HealthCare agrees that it does not own medical records kept by Class Members;

provided, however, that CIGNA HealthCare, as reasonably needed or as required by law, has the

right with respect to a Participating Physician, and a Non-Participating Physician submitting a

claim for payment based on an Assignment by the CIGNA HealthCare Member to such Non-

Participating Physician of his or her benefits, to ask for and receive copies of such records or, at

                                                 74
CIGNA HealthCare’s election, to review them for treatment, payment, or health care operations

purposes, for purposes required by law, and for other customary purposes such as disease

management, patient management, utilization management, quality assurance, quality review,

quality management, and audit (including without limitation any audit activities undertaken by

CIGNA HealthCare to comply with NCQA accreditation rules); and provided further, that

nothing herein is intended to or should be construed to convey to a Physician any property

interest in (i) CIGNA HealthCare’s data or intellectual property, (ii) products or services offered

or provided now or in the future, or (iii) any business, systems or information management

process that incorporates any medical records or related data obtained by CIGNA HealthCare

from such Physician or any reports or data resulting from any such data or processes.

Notwithstanding the foregoing or any other provisions of this Agreement, any right of CIGNA

HealthCare to demand information or cooperation from a Non-Participating Physician shall be

limited to whatever rights to such information or cooperation CIGNA HealthCare would be able

to assert for purposes required by law or through the terms of the agreement between CIGNA

HealthCare and the CIGNA HealthCare Member upon whose Assignment of Benefits the Non-

Participating Physician has submitted a claim for payment.

               c.      Limitations on Costs of Non-Judicial Dispute Resolution for Individual
                       Physicians and Small Physician Groups.
       In any non-judicial dispute resolution proceeding (other than under Sections 7.10, 7.11,

7.12, and 15 of this Agreement) commenced by a Class Member who has an individual contract

with a CIGNA HealthCare entity or who has contracted with a CIGNA HealthCare entity

through a Physician Group contract in which the Physician Group includes no more than six (6)

individual Class Members, the Class Member’s maximum share of the costs of the dispute

resolution entity shall be limited to one half of those costs or One Thousand Dollars ($1,000.00),

whichever is less. CIGNA HealthCare shall be responsible for one hundred percent (100%) of

those costs that exceed Two Thousand Dollars ($2,000.00). This provision applies

notwithstanding the requirements of any contract between CIGNA HealthCare and any Class
                                                75
Member requiring the Class Member to share evenly the fees of a dispute resolution procedure,

including arbitration. This Section 7.29.c shall not apply to dispute resolution proceedings in

which the Class Member involved purports to represent other Physicians outside of his or her

Physician Group of no more than six (6) individual Class Members. Subject to the above and

except as otherwise addressed in a Physician contract or by law, each party will bear its own

costs.
                d.     Impact of this Agreement on Standard Agreements and Individually
                       Negotiated Contracts.
         CIGNA HealthCare’s standard Physician agreements and/or ancillary documents (e.g.,

criteria schedule) shall incorporate or be consistent with the commitments and undertakings

CIGNA HealthCare makes in this Agreement. To the extent that CIGNA HealthCare’s existing

agreements with Participating Physician Class Members contain provisions inconsistent with the

terms hereof, CIGNA HealthCare shall administer such agreements consistent with the terms set

forth in this Agreement; provided that where CIGNA HealthCare and a Class Member have an

Individually Negotiated Contract, this Agreement shall not modify or nullify the individually

negotiated terms of such Individually Negotiated Contracts unless the Class Member notifies

CIGNA HealthCare in writing, specifically setting forth the negotiated terms it seeks to have

modified or nullified by this Agreement. Upon such notification, either party to the Individually

Negotiated Contract may then elect to renegotiate the Individually Negotiated Contract or

terminate it. Furthermore, CIGNA HealthCare, upon request, may separately agree with

individual Participating Physicians, Physician Groups or Physician Organizations on customized

rates and/or payment methodologies that deviate from the terms of its standard agreements.

                e.     Impact of Agreement on Covered Services.

         Notwithstanding anything to the contrary contained in this Agreement, nothing contained

herein shall supersede or otherwise alter the scope of Covered Services under a CIGNA

HealthCare Member’s Plan Documents or require payment by CIGNA HealthCare or a Plan for

services that are not Covered Services.

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               f.     Privacy of Records and Right of Class Member to Elect Exemption From
                      Use of Electronic Transactions.
       CIGNA HealthCare shall safeguard the confidentiality of CIGNA HealthCare Member

medical records in accordance with HIPAA, state and other federal law and any other applicable

legal requirements; provided, however, that this undertaking shall not be the subject of a

Compliance Dispute, and that Physicians may resort to any other remedial measures that they

may have outside this Agreement to protect their interests. If a Physician elects not to be

compliant with the portions of HIPAA relating to the electronic submission of claims, CIGNA

HealthCare shall not require such Physician to use electronic transactions or otherwise require

such Physician to become compliant with HIPAA. Instead, it will maintain reasonable non-

electronic systems to serve the information needs of such Physicians.

               g.     Pharmacy Risk Pools.

       CIGNA HealthCare agrees that it will not utilize pharmacy risk pools except when

expressly requested in writing to do so by a Class Member.

               h.     No Requirement to Purchase Stop-Loss Insurance.

       CIGNA HealthCare agrees that it shall not require Physicians to purchase stop-loss

insurance from it.

               i.     Pharmacy Provisions.

       CIGNA HealthCare shall disclose to CIGNA HealthCare Members whether that

Member’s Plan uses a formulary and, if so, explain what a formulary is, how CIGNA HealthCare

determines which prescription medications are included in the formulary, and how often CIGNA

HealthCare reviews the formulary list; and CIGNA HealthCare shall provide CIGNA HealthCare

Members with formulary lists upon request. CIGNA HealthCare shall maintain the exception

process that is in place on the date of Final Approval (as such process may be reasonably

amended by CIGNA HealthCare) by which coverage for medications not included on the

formulary may be requested. CIGNA HealthCare will continue to provide coverage for off-label

uses of pharmaceuticals that have been approved by the FDA (but not approved for the

                                                77
prescribed use) provided that the drug is not contraindicated by the FDA for the off-label use

prescribed, and the drug has been proven safe, effective and accepted for the treatment of the

specific medical condition for which the drug has been prescribed, as evidenced by supporting

documentation in any one of the following: (1) the American Hospital Formulary Service Drug

Information or the United States Pharmacopeia Drug Information; or (2) results of controlled

clinical studies published in at least two peer-reviewed national professional medical journals.

               j.      Restrictive Endorsements.

       Where reimbursement for services is a partial payment of allowable charges, a Class

Member may negotiate a check with a “Payment in Full” or other restrictive endorsement

without waiving the right to pursue a remedy available under this Agreement.
               k.      Physician Specialty Society Guidelines.

       Notwithstanding anything to the contrary in this Section 7, no claims adjudication policy

or practice adhered to by CIGNA HealthCare shall be deemed to violate the terms of this

Agreement to the extent such policy or practice is consistent with the then current billing or

claims adjudication guidelines issued by a Physician Specialty Society.

               l.      Scope of CIGNA HealthCare’s Responsibilities.

       The obligations undertaken by CIGNA HealthCare under Section 7 of this Agreement

shall be applicable only to those functions or activities performed directly by CIGNA HealthCare

and its employees, or third parties (other than Delegated Entities) performing functions on

CIGNA HealthCare’s behalf. To the extent it deems practical, CIGNA HealthCare shall

endeavor to include in contracts entered into with Delegated Entities subsequent to Final

Approval terms that are substantially equivalent to the terms of this Agreement; provided that

CIGNA HealthCare shall not be liable hereunder in the event any Delegated Entity acts in a

manner inconsistent with this Agreement.




                                                78
               m.       Provision of Contract Copies.

       CIGNA HealthCare will continue its practice of providing copies to Class Members of

their contracts, along with all attachments, within thirty (30) days or as soon as practical, upon

request of the Class Member. In addition, subject to the permission of a Participating Physician

Group or Physician Organization with which CIGNA HealthCare has a contract, CIGNA

HealthCare will provide a copy of that contract to a Class Member participant in such Physician

Group or Physician Organization upon request of the Class Member. In its agreements with

Physician Groups or Physician Organizations, CIGNA HealthCare will not require that a

restriction on distribution of the Physician Group or Physician Organization agreement to a

Physician in such Group or Organization be included.
               n.      State and Federal Laws and Regulations.

       Nothing contained in Section 7 of this Agreement is intended to, or shall in any

way waive, reduce, eliminate or supersede any Settling Party’s obligation to comply with

applicable provisions of relevant state and federal law and regulations and to the extent federal or

state law or regulation imposes obligations greater than those set forth in this Agreement,

CIGNA HealthCare shall comply with said law or regulation; and provided that nothing in this

Section 7.29.n is intended to give rise to or should be construed as giving rise to any private right

of action (other than through the Compliance Dispute procedure in Section 15) for any violation

of any federal or state law (whether under a breach of contract theory or any other theory) where

federal or state law does not allow a private right of action for such violation.
               o.      Ability of CIGNA HealthCare to Modify Means of Disclosure.

       CIGNA HealthCare may alter the method or means by which it makes any disclosure or

otherwise transmits information as described in, and required by, this Agreement, so long as

CIGNA HealthCare reasonably believes, expects and intends that the newly-adopted means or

method of disclosure or transmission is as effective or more effective than the means or method

set forth in this Agreement.

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               p.      Participating Physician Status Dependent Upon Existence of Contracts;
                       Limitations on Obligations of Non-Participating Physician.
       CIGNA HealthCare agrees that it will treat a Class Member as a Participating Physician

only in those circumstances in which the Class Member is a party to a written contract with

CIGNA HealthCare or with an intermediary with which CIGNA HealthCare has a written

contract. CIGNA HealthCare further agrees that at least through the Termination Date, it will

not rent its networks to any other managed care company or health insurer for the purpose of

providing health care services or supplies to any person who is not a CIGNA HealthCare

Member; provided that nothing in this sentence shall prevent CIGNA HealthCare from making

its networks available among the various current and future Subsidiaries of CIGNA Corporation;

and provided, further, that nothing in this sentence shall be held to apply to a situation in which a

CIGNA HealthCare customer elects to make payments on claims in respect to provisions of

health care services or supplies to a CIGNA HealthCare Member through a third party

administrator or where CIGNA Behavioral Health provides mental health services for another

health insurance company or other entity. No affirmative obligation that this Section 7 imposes

on a Participating Physician shall apply to Non-Participating Physicians unless and until, and

then only to the extent that, with regard to each individual claim, such Non-Participating

Physician submits or transmits to CIGNA HealthCare a claim for payment which designates

therein that the Non-Participating Physician has accepted an Assignment of the CIGNA

HealthCare Member’s benefits as payment for that individual claim.

               q.       Effect of Assignment of Benefits.

       The existence of an Assignment of Benefits authorization, whether or not submitted by

the Non-Participating Physician to CIGNA HealthCare, does not constitute in and of itself full or

partial payment of the Non-Participating Physician’s fee (unless so agreed between the Non-

Participating Physician and the CIGNA HealthCare Member), does not create an implied

contract between the Non-Participating Physician and CIGNA HealthCare, and does not limit the

Non-Participating Physician’s fee to any fee schedule. The Non-Participating Physician retains

                                                 80
the right to elect either to collect the Non-Participating Physician’s full fee from the CIGNA

HealthCare Member or collect partial payment from CIGNA HealthCare and the balance from

the CIGNA HealthCare Member (“balance bill”).

               r.      Nondisparagement.

       When CIGNA HealthCare sends an Explanation of Benefits to a CIGNA HealthCare

Member for whom health care services or supplies were provided by a Non-Participating

Physician Class Member, it shall not indicate that the amount unpaid by CIGNA HealthCare

cannot be balance billed. Consistent with the desire that CIGNA HealthCare Members receive

accurate communications that do not disparage Physicians, and subject to the last section of this

Section 7.29.r, each such EOB shall state “Physician may balance bill you,” or contain language

to substantially similar effect. CIGNA HealthCare shall not use any language in its

correspondence with CIGNA HealthCare Members that disparages the services or charges of

Non-Participating Physicians; provided, however, that (i) language that CIGNA HealthCare

reasonably determines to be required by applicable law to be included in such correspondence

shall not be deemed disparagement, and (ii) the citation by CIGNA HealthCare of language from

applicable Plan provisions, reasonably determined by CIGNA HealthCare to be required by

ERISA, state law, or federal or state regulation (including, without limitation, language stating

that billings exceed reasonable and customary charges) shall not be deemed disparagement; and

provided further that CIGNA HealthCare shall take such steps as are necessary as promptly as

possible to eliminate the reference to “reasonable and customary charges” in Insured Plan

Documents and to substitute therefor the words “claim exceeds maximum allowable amount” (or

words to that effect), and shall encourage the sponsors of Self-Funded Plans to eliminate the

reference to “reasonable and customary charges” in their Plan Documents and to substitute

therefor the words “claim exceeds maximum allowable amount” (or words to that effect). It is

understood that changes in Plan Documents will require state regulatory approval as well as

changes in CIGNA HealthCare’s customers’ Plan Documents.

                                                81
        7.30   Compliance With Applicable Law and Requirements of Government Contracts.

       The obligations undertaken in Section 7 herein shall be fulfilled by CIGNA HealthCare

to the extent permissible under applicable laws and current or future government contracts. If,

and during such time as, CIGNA HealthCare is unable to fulfill its obligations under this

Agreement to the extent contemplated by this Agreement because to do so would require state or

federal regulatory approval or action, CIGNA HealthCare shall perform the obligation to the

extent permissible by applicable law or by the terms of a government contract and shall continue

to fulfill its other obligations under this Agreement, to the extent permitted by applicable law or

by government contract. To the extent that any state or federal regulatory approval is required

for any Settling Party to implement any part of this Agreement, such Settling Party shall make all

reasonable efforts to obtain any necessary approvals of state or federal regulators as needed for

the implementation of this Agreement. For any act required by Section 7 of this Agreement that

cannot be undertaken without regulatory approval, the Effective Date as to that act shall be

delayed until such approval is granted.
       7.31    Estimated Value of Section 7 Initiatives.

       Since the inception of this Litigation and through the Termination Date, CIGNA

HealthCare will have spent over Four Hundred Million Dollars ($400,000,000) in order to carry

out the initiatives described in Sections 7.1, 7.2, 7.3, 7.7, 7.23 and 7.24 of this Agreement. The

Settling Parties estimate that, taking into account these expenditures by CIGNA HealthCare and

other commitments with respect to CIGNA HealthCare’s business practices set forth in Section 7,

the approximate value of the initiatives in Section 7 is in excess of the amount stated above.
       7.32    Force Majeure.

       CIGNA HealthCare shall not be liable for any delay or non-performance of its

obligations under this Agreement arising from any act of God, governmental act, act of terrorism,

war, fire, flood, explosion or civil commotion. The performance of CIGNA HealthCare’s



                                                 82
obligations under this Agreement, to the extent affected by the delay, shall be suspended for the

period during which the cause persists.

       7.33    Mental Health Provisions.

       The following provisions shall apply where CIGNA HealthCare is responsible for

insuring or administering mental health services under a Plan.

               a.      CIGNA HealthCare agrees that it will reimburse Physicians for

appropriately coded Medically Necessary Covered Services for mental health care, including

treatment for psychiatric illness and substance abuse, in the same manner in which it applies the

definition of Medical Necessity to all clinical conditions, and in accordance with the definition of

Medical Necessity set forth in Section 7.16 of this Agreement and subject to the terms of Plan

Documents; provided that considering the appropriateness of any level of care, the following

standards relevant to mental health care must be met:
                       (i)     A diagnosis as defined by standard diagnostic nomenclatures

(DSM IV or its equivalent in ICD-9-CM) and an individualized treatment plan appropriate for

the patient’s illness or condition; and

                       (ii)    A reasonable expectation that the patient’s illness, condition, or

level of functioning will be stabilized, improved, or maintained through ambulatory care,

through treatment effective for the patient’s illness; custodial care is not typically a Covered

Service; and
                       (iii)   Is not primarily for the avoidance of incarceration of the patient;

                       (iv)    Is not primarily for convenience of the patient or his/her family or

his/her treating Physician or other Physician.

               b.      CIGNA HealthCare agrees that participating psychiatrists will be listed in

CIGNA HealthCare’s provider directory via a “hot link” or otherwise. CIGNA HealthCare will

allow its primary care Physicians to make direct referrals to CIGNA HealthCare's in-network

psychiatrists, provided that any such referral is subject to the same precertification provisions as

                                                 83
for other Participating Physicians. CIGNA Behavioral Health will permit Class Members to seek

precertification electronically for routine outpatient care.

               c.      CIGNA HealthCare agrees that, where a Physician has not entered into a

different agreement with CIGNA HealthCare, CIGNA Behavioral Health, or the hospital or other

mental health care facility where the services are rendered, CIGNA HealthCare will reimburse

the psychiatrist in accordance with his or her patient’s Plan terms based on his or her

appropriately billed charges.

               d.      CIGNA Behavioral Health adheres to state “prudent layperson” laws

which require payment of benefits for medical or psychiatric services in the event of an

emergency under prudent layperson standards. An emergency department Physician can make a

decision regarding admission or physical or chemical restraints. In the event of an emergency,

the Physician shall be reimbursed for Medically Necessary Covered Services resulting from the

admission in accordance with prudent layperson standards and the definition of Medical

Necessity in Section 7.16.
               e.      CIGNA Behavioral Health will post on its website

(www.cignabehavioral.com) a record release form that Physicians may print or download to

obtain patient consent for release of Clinical Information to CIGNA HealthCare or CIGNA

Behavioral Health, if needed for processing of claims for payment.

8.     OTHER SETTLEMENT CONSIDERATION

       In addition to the initiatives and other commitments set forth in Section 7 of this

Agreement, the consideration supporting this Settlement shall include the establishment by

CIGNA HealthCare of a Foundation, as described in more detail in Section 8.1, and two funds

for payment of claims to Class Members, that will be established and operated in accordance

with the provisions of Sections 8.2 and 8.3.




                                                  84
         8.1    Foundation.

         The Foundation shall mean the Foundation described in Exhibit 9. No more than five (5)

Business Days after Final Approval, CIGNA HealthCare shall create the fund for the Foundation

by making a deposit in the amount of Fifteen Million Dollars ($15,000,000) by wire transfer into

a separate interest bearing account with an escrow agent acceptable to both Notice Counsel and

CIGNA HealthCare and held pursuant to an order of the Court. In addition, any amounts

directed to the Foundation or reverting to the Foundation from the Category A Settlement Fund

or reverting from the Claim Distribution Fund shall be transferred through the Settlement

Administrator to the Foundation. Notice of this transfer to the Foundation shall be given to

Notice Counsel and Defendants’ Counsel. The Settlement Administrator shall, on the one

hundred fiftieth (150th) day following the date on which the last check was issued to a Class

Member for payment of a Category A amount or an amount under the Claim Distribution Fund,

transfer to the Foundation any portion remaining in the Category A Settlement Fund and such

amount of the Claim Distribution Fund as, pursuant to Section 8.3.b, shall revert to the

Foundation and shall notify Notice Counsel and Defendants’ Counsel of the amounts thus

transferred. The Foundation’s purposes and activities shall be subject to the supervision of the

Court.
         8.2    Category A Settlement Fund.

                a.     Establishment of the Category A Settlement Fund.
         No more than ninety (90) days after Final Approval, CIGNA HealthCare shall create the

Category A Settlement Fund by making a deposit in the amount of Thirty Million Dollars

($30,000,000) by wire transfer into a separate interest bearing account with an escrow agent

acceptable to both Notice Counsel and CIGNA HealthCare and held pursuant to an order of the

Court.




                                                85
               b.        Method of Distribution of the Category A Settlement Fund; Contributions
                         to the Foundation.
       The Settlement Administrator shall determine the total number of Class Members filing

Valid Proofs of Claim against the Category A Settlement Fund (“Category A Claims”), for (i)

retired and deceased Physicians and (ii) actively practicing Physicians. The number of retired

and deceased Physicians will be doubled to reflect that each of them will receive double the

amount to be received by actively practicing Physicians and added to the number of actively

practicing Physicians, and the Settlement Administrator shall divide that number into Thirty

Million Dollars ($30,000,000). The result shall be the amount to be distributed to each Class

Member submitting a Category A Claim. Physician Groups and Physician Organizations shall

be allowed to file claims on behalf of Physicians employed by or otherwise working with them at

the time that the claims are made, without the necessity of individual signatures from the

individual Physicians.

               c.        Distribution.

       Each Class Member desiring to file a Category A Claim may elect either to receive the

payment from the Category A Settlement Fund or to direct that such amount be contributed to

the Foundation or to a foundation established by any Signatory Medical Society on his, her or its

behalf. Any Class Member filing a Category A Claim Form shall not be eligible to seek

Category One Compensation, Category Two Compensation, or Medical Necessity Denial

Compensation.
               d.        Encouragement to Contribute to Foundation.

       The Settling Parties and any Signatory Medical Societies shall make every reasonable

effort to encourage Class Members to elect to contribute their portions of the Category A

Settlement Fund to the Foundation or to a foundation established by a Signatory Medical Society.




                                                 86
               e.     Submission of Category A Settlement Fund Claim Forms and Payment.

       Each Class Member must submit a claim form (the “Category A Claim Form”) to the

Settlement Administrator using the Proof of Claim Form attached as Exhibit 10 hereto and in

accordance with the instructions included in the Notice of Commencement of the Claim Period

in order for such Class Member to have a valid right to receive payment from the Category A

Settlement Fund. Promptly after receipt of all timely Category A Claim Forms, the Settlement

Administrator shall calculate the amount that is payable to, or on behalf of, each Class Member

(or the Foundation or to a foundation established by a Signatory Medical Society) pursuant to the

provisions of Sections 8.2.b and 8.2.c of this Agreement. Promptly upon completion by the

Settlement Administrator of the calculations of the amounts that are payable, the Settlement

Administrator shall cause the Category A Settlement Fund to issue payment to Class Members

who or which submitted Valid Category A Claims in accordance with this Section 8.2 or to the

Foundation or a foundation, as directed by such Class Members.
               f.     Payment to Foundation of Unclaimed Amounts.

       After all amounts have been paid to Class Members or to the Foundation or a foundation,

at the direction of Class Members, in each case pursuant to Section 8.2.e of this Agreement, the

Settlement Administrator shall determine the amount of funds remaining in the Category A

Settlement Fund, including interest earned on such funds but excluding taxes owed. The

Settlement Administrator shall provide written notice of this amount to CIGNA HealthCare and

Class Counsel and, no later than twenty (20) Business Days after providing such written notice,

the Settlement Administrator shall cause the Settlement Fund to remit the amount to the

Foundation by wire transfer.




                                               87
       8.3     Claim Distribution Fund.

               a.     Establishment of Fund.

       CIGNA HealthCare shall create the Claim Distribution Fund to be held pursuant to an

order of the Court by an escrow agent acceptable to both Notice Counsel and Defendants’

Counsel for the purpose of paying Class Members’ claims submitted pursuant to Sections 8.3.c

and 8.3.d of this Agreement. Within forty-five (45) days of Final Approval, CIGNA HealthCare

shall make an initial deposit of Two Million Five Hundred Thousand Dollars ($2,500,000) and

shall replenish the Claim Distribution Fund as necessary to pay Valid Proofs of Claim. There

shall be no limit on CIGNA HealthCare’s responsibility to make replenishment deposits to the

Claim Distribution Fund pursuant to this provision. The Claim Distribution Fund shall be

deemed to be in custodia legis of the Court and shall remain subject to orders of the Court until

such time as all funds are distributed to Class Members, or are paid to the Foundation, or revert

to CIGNA HealthCare pursuant to the terms of this Agreement. No Class Member who or which

files a Category A Settlement Fund Claim Form may make any claim against the Claim

Distribution Fund.

               b.     Minimum Amount and Reversion.

       If less than a total of Forty Million Dollars ($40,000,000) is paid under this Section 8.3,

then CIGNA HealthCare will pay to the Foundation the difference between $40,000,000 and the

amount paid under this Section 8.3; provided, however, that CIGNA HealthCare shall be entitled

to deduct from this amount due to the Foundation the Administration Costs expended in

administering the Claim Distribution Fund up to a limit of Seven Million Five Hundred

Thousand Dollars ($7,500,000). Any amounts paid into the Claim Distribution Fund by CIGNA

HealthCare not paid to Class Members or to the Foundation shall revert to CIGNA HealthCare

without further order of the Court one hundred fifty (150) days after the date on which the last

check was issued to a Class Member from the Claim Distribution Fund.



                                                88
               c.      Relief Respecting Claim Coding and Bundling Edits.
       CIGNA HealthCare agrees to pay two categories of compensation to Class Members

affected by Claim Coding and Bundling Edits: Category One Compensation and Category Two

Compensation. Category One Compensation shall be available to Class Members based on the

Claim Coding and Bundling Edits that qualify for Category One Compensation pursuant to

Section 8.3.c(1) and the table attached hereto as Exhibit 1. To obtain Category One

Compensation, a Class Member shall submit a Category One Compensation Proof of Claim to

the Settlement Administrator. Category Two Compensation shall be available to Class Members

affected by Claim Coding and Bundling Edits, other than in circumstances for which Category

One Compensation is available, upon submission of a Category Two Compensation Proof of

Claim in accordance with Section 8.3.c(2) of this Agreement. No compensation of any kind

shall be available under this Section with respect to Resolved Claims.
                       (1)    Category One Compensation.

                              (a)     In General.

       The Settlement Administrator shall make distributions from the Claim Distribution Fund

to Class Members who submit Valid Proofs of Claim for Category One Compensation during the

Claims Period. Category One Compensation shall be available under this Agreement only for

those denials of payment for Category One Codes in the specific circumstances and within the

date of service limitations (if any) set forth in Exhibit 1 hereto. Denials of Category One Codes

resulting from the application of other payment and benefit limitations (e.g., coordination of

benefit rules, violations of preauthorization requirements, violations of referral requirements,

limitations stemming from capitation or other risk-bearing agreements with the Class Member

submitting the Proof of Claim or with other health care providers) shall not be eligible for

Category One Compensation. The Category One Codes for which compensation will be paid

under this Agreement, and the specific compensation that shall be paid by the Settlement

Administrator on a Valid Proof of Claim for such Category One Codes, are set forth in the table

                                                 89
attached hereto as Exhibit 1. Class Members seeking Category One Compensation must make a

timely and proper application for payment by submitting a Proof of Claim Form according to the

procedures described in Section 8.3.c(1)(c) of this Agreement. There shall be no limit on

CIGNA HealthCare’s responsibility to make or fund payments under this provision to all Class

Members who submit Valid Proofs of Claim for Category One Compensation.

                             (b)     Timing of Category One Distributions.

       Subject to other provisions of this Agreement, the Settlement Administrator shall make

payments from the Claim Distribution Fund on Category One Proofs of Claim within fourteen

(14) days of the date that the Settlement Administrator judges such Proofs of Claim to be Valid

Proofs of Claim.
                             (c)     Form of Application; Time Period for Submission;
                                     Documentation Required.
                                     (i)    Class Members may submit Proofs of Claim for

Category One Compensation to the Settlement Administrator using the Proof of Claim Form

attached hereto as Exhibit 11. A single Proof of Claim Form may be used to submit multiple

requests for Category One Compensation under this Agreement, provided adequate

documentation concerning each of the affected Fee for Service Claims is included. Physician

Groups and Physician Organizations may submit Proofs of Claim on behalf of Physicians

employed by or otherwise working with them at the time that the claims are made, without the

necessity of individual signatures from the individual Physicians; provided, however, the Class

Member who or which submits the Proof of Claim Form must be the Physician, Physician Group

or Physician Organization who or which originally submitted the claim and must use the same

tax identification number as was used on the original claim when submitting the Proof of Claim.

Any Proof of Claim Form originally postmarked more than one hundred eighty (180) days after

commencement of the Claims Period shall not be a Valid Proof of Claim, and shall be denied by

the Settlement Administrator. The Settlement Administrator shall mail notification to all Class

Members whose Proofs of Claim are denied as untimely under this Section 8.3.c(1)(c)(ii).

                                               90
                                       (ii)    Class Members submitting Proof of Claim Forms

for Category One Compensation shall include documentation with each Proof of Claim

evidencing that they were denied payment for one or more Category One Codes pursuant to the

table attached as Exhibit 1 hereto under the circumstances and within the date of service

limitations (if any) set forth in Exhibit 1 hereto. A copy of the relevant CIGNA HealthCare’s

Remittance Form showing that payment was denied by CIGNA HealthCare for one or more

Category One Codes under the circumstances and within the date of service limitations (if any)

set forth in Exhibit 1 hereto shall constitute adequate documentation unless the Settlement

Administrator determines that the records are false or fraudulent. Alternatively, for those items

not asterisked on Exhibit 1, a copy of the Class Member’s HCFA 1500 form (now known as the

CMS 1500 ) or other claim form showing that Category One Codes were originally submitted to

CIGNA HealthCare for payment under the circumstances and within the date of service

limitations (if any) set forth in Exhibit 1 hereto shall also be accepted by the Settlement

Administrator as constituting adequate documentation, unless the Settlement Administrator

determines that the records are false or fraudulent. If a Class Member making application for

payment certifies, in accordance with Section 8.3.c(1)(g), that the CIGNA HealthCare

Remittance Form and the HCFA 1500 or other claim form cannot be located and are not

available for submission, the Class Member may submit copies of internal accounting records

(such as a printout of accounts receivable records or paid account records) with the Proof of

Claim Form. Those records shall be accepted by the Settlement Administrator as constituting

adequate documentation if those records show, as to the underlying Fee for Service Claim and

specific date of service concerned, that Category One Codes were originally submitted to

CIGNA HealthCare for payment under the circumstances (e.g., in the specific combination(s) set

forth in Exhibit 1 hereto) and within the date of service limitations (if any) set forth in Exhibit 1

hereto), and payment was denied as submitted , unless the Settlement Administrator determines

that the records are false or fraudulent.

                                                  91
                               (d)     Claims Supported by Inadequate Documentation;
                                       Resubmission to Settlement Administrator.
       If, in the judgment of the Settlement Administrator, a Class Member’s Proof of Claim

Form for Category One Compensation does not include adequate documentation under Section

8.3.c(1)(c), the Settlement Administrator shall notify the Class Member by mail that the Proof of

Claim has been rejected (with identification of the reasons therefor). Said notice shall also state

that the Class Member has the right to resubmit the Proof of Claim Form within thirty (30) days

from the date the notice was mailed. The Class Member may thereafter resubmit the Proof of

Claim Form in an effort to correct the deficiencies noted by the Settlement Administrator,

provided that the Class Member’s resubmission must be postmarked no later than thirty (30)

days from the date on which the Settlement Administrator’s notice of the deficiencies was mailed

to the Class Member. If the Settlement Administrator still concludes that the Proof of Claim

Form does not contain adequate documentation, then the Class Member’s Proof of Claim shall

not be deemed a Valid Proof of Claim, and no Category One Compensation shall be paid with

respect to that Fee for Service Claim. The Settlement Administrator shall mail notification of

this final determination to the Class Member submitting the Proof of Claim. If the Settlement

Administrator determines that a Class Member’s Proof of Claim Form for Category One

Compensation is not a Valid Proof of Claim because the Class Member is seeking compensation

for CPT® Codes or HCPCS Level II Codes which were provided outside the circumstances

and/or date of service limitations specified in Exhibit 1 hereto, the notification of denial shall so

state and shall indicate that the Class Member has the right to submit a Category Two Proof of

Claim Form with regard to that Fee for Service Claim within thirty (30) days from the date the

notification of denial was mailed.

                               (e)     Special Review Procedure for Certain Category One
                                       Compensation Requests.
       The Settlement Administrator shall provide copies to CIGNA HealthCare of all Proof of

Claim Forms for Category One Compensation which, as to any single Category One Code, seek

in excess of One Hundred Dollars ($100.00), within fourteen (14) days after receiving said Proof
                                             92
of Claim Forms. Such a Proof of Claim shall not be accepted by the Settlement Administrator as

a Valid Proof of Claim until thirty (30) days have elapsed from the date on which the Settlement

Administrator provided a copy of that Proof of Claim Form to CIGNA HealthCare. Within the

thirty (30) day notice period, CIGNA HealthCare shall have the right to provide the Settlement

Administrator with a written objection to payment based on the Proof of Claim if CIGNA

HealthCare’s payment records indicate that the Fee for Service Claim to which the Proof of

Claim relates has already been adjusted and fully paid on appeal or is a Resolved Claim, or that

the Category One Codes in the Fee for Service Claim were denied for reasons other than the

application of Claim Coding and Bundling Edits. CIGNA HealthCare shall include, with its

written objection, copies of all payment records and/or litigation or settlement records or other

records relied on for this purpose. Upon receipt of the written objection, the Settlement

Administrator shall notify the Class Member by mail that the Category One Proof of Claim has

been challenged by CIGNA HealthCare and the reasons therefor. The Settlement Administrator

shall include, with the notification, copies of all documentation relied on by CIGNA HealthCare.

Said notice shall also state that the Class Member has the right to submit additional

documentation within thirty (30) days from the date the notice from the Settlement Administrator

was mailed. The Class Member who submitted the Proof of Claim Form may, thereafter, submit

additional information in order to rebut CIGNA HealthCare’s objections concerning the Proof of

Claim, provided that the Class Member’s submission must be postmarked no later than thirty

(30) days from the date of the Settlement Administrator’s mailed notice regarding such Proof of

Claim. The Settlement Administrator shall not accept any Proof of Claim that is the subject of

an objection by CIGNA HealthCare pursuant to this Section as a Valid Proof of Claim if the

Settlement Administrator determines that the Claim has already been adjusted and fully paid on

appeal or is a Resolved Claim, or that the Claim to which the Proof of Claim relates was denied

for reasons other than the application of Claim Coding and Bundling Edits. The Settlement

Administrator shall determine whether the Class Member has submitted a Valid Proof of Claim

                                                93
based upon the Class Member’s Proof of Claim Form, the payment records provided by CIGNA

HealthCare, and any supplemental materials submitted by the Class Member after receiving a

copy of CIGNA HealthCare’s notice of objection under this provision. A Class Member whose

Proof of Claim is denied after an objection by CIGNA HealthCare under this Section is entitled

to notice of the denial and an opportunity for reconsideration in accordance with Section

8.3.c(1)(h). A Class Member whose Proof of Claim is determined to be a Valid Proof of Claim

after an objection by CIGNA HealthCare under this Section shall receive payment on the Proof

of Claim in accordance with Section 8.3.c(1)(h). If CIGNA HealthCare does not serve an

objection within the time period permitted in this Agreement, the Settlement Administrator shall

assume that the Fee for Service Claim has not been adjusted or fully paid on appeal and is not a

Resolved Claim or a Fee for Service Claim denied for reasons other than the application of

Claims Coding and Bundling Edits in determining whether the Proof of Claim shall be accepted

as a Valid Proof of Claim.
                              (f)    Establishment of Controls by Settlement Administrator;
                                     Motion to Impose Additional Controls.
       The Settlement Administrator shall establish controls to ensure that payment of Category

One Compensation is denied for Proof of Claim Forms that are duplicative of Proofs of Claim

already submitted by Class Members and paid pursuant to this Agreement. A Proof of Claim

Form that is duplicative of a Proof of Claim submitted by the same Class Member earlier shall

not be deemed a Valid Proof of Claim and shall be denied by the Settlement Administrator. If, at

any time, CIGNA HealthCare believes that the controls established by the Settlement

Administrator to ensure against duplicative payments of Category One Compensation are

inadequate, it shall have the right to move the Compliance Dispute Review Officer on an

expedited basis for an order imposing additional controls. Any such motion shall be served on

Notice Counsel as well as on the Settlement Administrator.




                                               94
                              (g)     Certification Required by Class Members Making Category
                                      One Compensation Claims.
       No Proof of Claim for Category One Compensation may be accepted by the Settlement

Administrator as a Valid Proof of Claim unless the Class Member signs the certification on the

Proof of Claim Form indicating that: (i) the Category One Code(s) for which the Class Member

is requesting payment describe services that were actually provided to a CIGNA HealthCare

Member; (ii) the additional payment requested has not already been made by CIGNA HealthCare

on resubmission of the Fee for Service Claim or on an appeal; and (iii) the Fee for Service Claim

to which the Proof of Claim relates is not a Resolved Claim. If the Class Member billed the

CIGNA HealthCare Member to whom services or supplies were provided for the amount not

originally paid by CIGNA HealthCare, and if the CIGNA HealthCare Member reimbursed the

Class Member for such amount, it is expected that the Class Member shall reimburse the CIGNA

HealthCare Member with any amount paid pursuant to this Agreement. If a Class Member

submits internal accounting records in support of a Category One Proof of Claim, the Class

Member must also certify that the CIGNA HealthCare Remittance Form and the claim form

originally submitted to CIGNA HealthCare cannot be located and are not available for

submission.
                              (h)     Timing of Settlement Administrator’s Decisions; No
                                      Further Review of Decisions By Settlement Administrator;
                                      Requests for Reconsideration.
       The Settlement Administrator shall use its best efforts to determine the validity of Proofs

of Claim for Category One Compensation within thirty (30) days of their submission by Class

Members, and shall make payments to a Class Member within fourteen (14) days of determining

that his, her or its Proof of Claim is a Valid Proof of Claim. If the Settlement Administrator

denies a Proof of Claim for Category One Compensation, the Settlement Administrator shall

notify the Class Member by mail that the Proof of Claim has been rejected (with identification of

the reasons therefore). Said notice shall also state that the Class Member has the right to have

the Proof of Claim reconsidered within thirty (30) days from the date the notice was mailed.

Decisions by the Settlement Administrator regarding Fee for Service Claims for Category One
                                              95
Compensation shall not be subject to External Review under this Agreement, and shall not be

subject to review by the Court or by any other court or tribunal. Notwithstanding this provision,

a Class Member shall have the right to have an adverse decision by the Settlement Administrator

reconsidered, provided the request for reconsideration is postmarked within thirty (30) days of

the date on which the Settlement Administrator mailed notification of its original denial decision

to the Class Member. The Settlement Administrator’s notices of rejection under this Section

shall advise Class Members of this right of reconsideration. Upon reconsideration, if the

Settlement Administrator maintains its denial of the Proof of Claim, the Settlement

Administrator shall notify the Class Member of the denial and of the reasons for rejection of the

Proof of Claim. An adverse decision by the Settlement Administrator upon reconsideration shall

not be subject to further reconsideration by the Settlement Administrator or other form of review.
                       (2)     Category Two Compensation.

                               (a)    In General.

       Except as provided below, upon the submission of timely and proper Proof of Claim

Forms by affected Class Members, CIGNA HealthCare shall reconsider and, where appropriate

or where they are directed to do so under this Agreement, make or fund additional payments to

Class Members for denials of or reductions in payment resulting from the application of Claim

Coding and Bundling Edits. Category Two Compensation shall not be available on any Proof of

Claim for which Category One Compensation is available, and Category One Compensation

shall be the exclusive remedy in such circumstances. However, Category Two Compensation

shall be permissible, subject to the standards set forth in this Agreement, for any denials of

Category One Codes that occurred outside the circumstances and/or date of service limitations (if

any) identified on Exhibit 1. Denials of or reductions in payment for such CPT® Codes or

HCPCS Level II Codes resulting from the application of payment and benefit limitations other

than Claim Coding and Bundling Edits (e.g., coordination of benefit rules, violations of

preauthorization requirements, violations of referral requirements, limitations stemming from

                                                 96
capitation or other risk-bearing agreements with the Class Member submitting the Proof of

Claim or with other health care providers) shall not be eligible for Category Two Compensation.

Class Members seeking Category Two Compensation must make a timely and proper application

for payment by submitting a Proof of Claim Form according to the procedures described in

Section 8.3.c(2)(d) of this Agreement. There shall be no limit on CIGNA HealthCare’s

responsibility to make or fund payments under this provision to all Class Members who submit

Valid Proofs of Claim for Category Two Compensation.

                             (b)     Computation of Payment Amounts.
       For Category Two Proofs of Claim deemed Valid Proofs of Claim relating to services or

supplies delivered to CIGNA HealthCare Members less than one year before the commencement

of the Claims Period, payment shall be made directly by CIGNA HealthCare at the CIGNA

HealthCare Member’s benefit amount (i.e., the applicable fee schedule amount or reasonable and

customary charge less the CIGNA HealthCare Member’s required coinsurance payments,

copayments, and deductible contributions, if applicable), and the Class Member shall be free to

collect any applicable coinsurance payments, copayments, and deductible contributions directly

from the CIGNA HealthCare Member to whom the services were provided. For Category Two

Proofs of Claim deemed Valid Proofs of Claim relating to services or supplies delivered to

CIGNA HealthCare Members more than one year before the commencement of the Claims

Period, payment shall be made from the Claim Distribution Fund by the Settlement

Administrator on the basis of the National Medicare Fee Schedule, without any deductions for

the CIGNA HealthCare Member’s coinsurance payments, copayments, and deductible

contributions, and Class Members shall be prohibited from seeking further compensation from

the CIGNA HealthCare Member or the CIGNA HealthCare Member’s employer or employer

plan on that Fee for Service Claim. With respect to the latter Proofs of Claim, where CIGNA

HealthCare based its payment on a CPT® Code or HCPCS Level II Code other than the code(s)

submitted by the Class Member, the Class Member’s payment under this Agreement shall be the

                                               97
difference between the fee assigned to the paid code(s) according to the National Medicare Fee

Schedule and the fee assigned to the submitted code(s) according to the National Medicare Fee

Schedule.

                              (c)    Facilitation List for Category Two Compensation.

       In order to assist Class Members (i) in identifying Fee for Service Claims as to which

CIGNA HealthCare denied payment for CPT® Codes 99201-99499 (CPT® Evaluation and

Management Codes) due to the application of Claim Coding and Bundling Edits; (ii) in

identifying Fee for Service Claims in which CIGNA HealthCare made payment on the basis of

code 90769 (CIGNA HealthCare’s so-called “well woman” benefit code); (iii) in identifying Fee

for Service Claims in which Evaluation and Management Codes were billed with a procedure

code and either code was denied payment; and (iv) in identifying Fee for Service Claims in

which Evaluation and Management Codes were billed with add-on codes and either code was

denied payment, CIGNA HealthCare shall use its best efforts to create an electronic Facilitation

List. Depending on the nature of the Fee for Service Claim involved, the Facilitation List may

be limited as to the time period covered, claims platform or platforms from which payment was

made or level of detail that can be provided. Subject to the foregoing, CIGNA HealthCare shall

make the Facilitation List available to the Settlement Administrator within fourteen (14) days

following Final Approval. The Settlement Administrator shall, within fourteen (14) days of the

request of any Class Member, provide that Class Member with a printout or download of that

portion of the Facilitation List, if any, pertaining to such Class Member’s Fee for Service Claims

for use in identifying candidate Fee for Service Claims for Category Two Compensation. The

Settling Parties understand and agree that CIGNA HealthCare’s obligation under this provision is

limited to the use of its best efforts. CIGNA HealthCare shall not be required to warrant, and

does not warrant, the completeness of the Facilitation List provided to the Settlement

Administrator under this provision. The absence of any code from the Facilitation List shall not

excuse any Class Member’s noncompliance with the claims procedures in this Agreement or

                                                98
afford any Class Member any right of action. Moreover, Class Members are not limited to the

Facilitation List compiled by CIGNA HealthCare and are permitted to submit Proof of Claim

Forms with respect to Fee for Service Claims that are not reflected in the Facilitation List

generated by CIGNA HealthCare under this provision. The Settling Parties understand and agree

that the Facilitation List created by CIGNA HealthCare under this provision will contain patient-

identifiable medical privacy data; therefore, the Settlement Administrator is authorized to take,

and shall take, whatever steps it deems necessary (including, but not limited to, requiring tax

identification numbers, social security numbers or requiring other detailed identification from

Class Members seeking a printout or download from the Facilitation List) in order to protect

patient-identifiable medical privacy data from being made available to unauthorized recipients,

including whatever steps are necessary to comply with all applicable laws and regulations.

                              (d)     Form of Application; Time Period for Submission;
                                      Documentation Required.
                                      (i)     Class Members may submit Proofs of Claim

for Category Two Compensation to the Settlement Administrator using the Proof of Claim Form

attached hereto as Exhibit 12. A single Proof of Claim Form may be used to submit multiple

requests for Category Two Compensation under this Agreement, provided adequate

documentation concerning each of the affected Fee for Service Claims is included. Physician
Groups and Physician Organizations may submit Proofs of Claim on behalf of Physicians

employed by or otherwise working with them at the time that the claims are made, without the

necessity of individual signatures from the individual Physicians; provided, however, the Class

Member who or which submits the Proof of Claim Form must be the Physician, Physician Group

or Physician Organization who or which originally submitted the claim and must use the same

tax identification number as was used on the original claim when submitting the Proof of Claim.

Any Proof of Claim Form originally postmarked more than one hundred eighty (180) days after

the commencement of the Claims Period shall not be a Valid Proof of Claim and shall be denied


                                                99
by the Settlement Administrator. The Settlement Administrator shall send notification by mail to

all Class Members whose Proofs of Claim are denied as untimely under this paragraph.

                                     (ii)    Except for those Proof of Claim Forms subject to

Sections 8.3.c(2)(d)(iii) and 8.3.c(2)(d)(iv), Class Members submitting Proof of Claim Forms for

Category Two Compensation shall include with each Proof of Claim Form: (a) documentation

evidencing that, with respect to the underlying Fee for Service Claim concerned, (i) they were

denied payment, in whole or in part; (ii) they received reduced payment, including payment for a

different billing code than the one(s) billed, for one or more CPT® Code(s) or HCPCS Level II

Code(s); or (iii) they received a reduced payment based upon the application of Multiple

Procedure Logic; and (b) a complete copy of the Clinical Information generated in connection

with the Class Members’ services on the specific date of service concerned. A copy of the

relevant CIGNA HealthCare Remittance Form showing that payment was denied on the CPT®

Codes or HCPCS Level II Codes in question, in whole or in part, shall constitute adequate

documentation for purposes of requirement (a) above unless the Settlement Administrator

determines that the records are false or fraudulent. In the event that the Class Member cannot

locate the CIGNA HealthCare Remittance Form applicable to a given Fee for Service Claim, the

Class Member may submit copies of internal accounting records (such as printouts of accounts

receivable records or paid account records) provided those records show, as to the underlying

Fee for Service Claim and specific date of service concerned, all CPT® Codes or HCPCS Level

II Codes which were submitted to CIGNA HealthCare for payment and those that remain unpaid,

in whole or in part. If the Class Member’s internal accounting records do not show all CPT®

Codes or HCPCS Level II Codes which were submitted to CIGNA HealthCare for payment on

the Fee for Service Claim in question, then the Class Member may supplement the internal

accounting records with additional documentation for that Fee for Service Claim, such as the

HCFA 1500 form (now known as CMS 1500).
                                     (iii)   A Class Member shall not be required to include

                                              100
Clinical Information with the documentation accompanying his, her or its Proof of Claim Forms

if the Class Member is seeking reimbursement based on the contention that CIGNA HealthCare

(a) failed to recognize modifiers 50, RT, LT, FA-F9, or TA-T9, and thus denied payment for one

or more CPT® Codes as duplicative of other CPT® Codes reported; and/or (b) a HCPCS Level

II “J” Code was translated into an incorrect or overbroad CPT® Code and, based on that

incorrect translation, denied. However, for these Fee for Service Claims, the Class Member shall

be required to submit a copy of the HCFA 1500 or other claim form used to submit the original

Fee for Service Claim to CIGNA HealthCare showing the precise manner in which all services

or supplies included in the Fee for Service Claim were originally billed to CIGNA HealthCare.

Additionally, the Class Member must submit documentation showing that payment was denied,

in whole or in part, for the CPT® Codes or HCPCS Level II Codes concerned. Such

documentation may include a copy of the relevant CIGNA HealthCare Remittance Form or the

Class Member’s internal accounting records. If the Class Member is unable to show, through the

above documentation, how the services or supplies were originally billed to CIGNA HealthCare

(inclusive of the modifiers submitted with each CPT® Code or HCPCS Level II Code billed),

then the Class Member may not submit the Proof of Claim under these special documentation

exceptions, but instead shall be required to submit the Proof of Claim with the documentation

required by Section 8.3.c(2)(d)(ii).

                                       (iv)   A Class Member shall not be required to include

Clinical Information with the documentation accompanying his, her or its Proof of Claim Form

when the Class Member is seeking reimbursement based on the contention that CIGNA

HealthCare incorrectly processed one or more modifier 51 exempt CPT® Codes and/or add-on

CPT® Codes using Multiple Procedure Logic when those codes were exempt from multiple

procedure reduction. However, for these Fee for Service Claims, the Class Member shall be

required to submit a copy of the documentation showing that payment was denied, in whole or in

part, for the CPT® Codes concerned. Such documentation may include a copy of the relevant

                                               101
CIGNA HealthCare Remittance Form or the Class Member’s internal accounting records.

CIGNA HealthCare agrees to use reasonable efforts to determine whether it can compile a list of

those modifier 51 exempt codes and add-on codes for which CIGNA HealthCare may have

systematically applied Multiple Procedure Logic during the Class Period. To the extent such a

list can be compiled, CIGNA HealthCare shall compile this list and make it available to the

Settlement Administrator, with a copy to Notice Counsel. The Settlement Administrator shall

make the list available to a Class Member within fourteen (14) days of a request for same.

                              (e)     Adequacy of Documentation.
       The Settlement Administrator shall use its best efforts to determine the adequacy of the

documentation accompanying Proof of Claim Forms for Category Two Compensation within

fourteen (14) days of the date of submission by the Class Member. If the Settlement

Administrator determines that a Class Member’s Proof of Claim Form for Category Two

Compensation does not include adequate documentation, the Settlement Administrator shall

notify the Class Member by mail that the Proof of Claim has been rejected (with identification of

the reasons therefor). Said notice shall also state that the Class Member has the right to resubmit

the Proof of Claim Form within thirty (30) days from the date the notice was mailed. The Class

Member may thereafter resubmit the Proof of Claim Form in an effort to correct the deficiencies

noted by the Settlement Administrator, provided that the Class Member’s resubmission must be

postmarked no later than thirty (30) days from the date on which the Settlement Administrator’s

notice of the deficiencies was mailed to the Class Member. If the Settlement Administrator still

concludes that the Proof of Claim Form does not contain adequate documentation, then the Class

Member’s Proof of Claim shall not be a Valid Proof of Claim, and no Category Two

Compensation shall be paid with respect to that Fee for Service Claim. The Settlement

Administrator shall provide mailed notification of this determination, including the reasons

therefor, to the Class Member submitting the Proof of Claim.



                                               102
                              (f)    Certification Required by Class Members Making Category
                                     Two Compensation Claims.
       No Proof of Claim Form for Category Two Compensation shall be accepted by the

Settlement Administrator for processing unless the Proof of Claim Form includes a certification

by the submitting Class Member that: (i) the CPT® Code(s) or HCPCS Level II Code(s) for

which the Class Member is requesting payment (or additional payment) describe services or

supplies that were actually provided to a CIGNA HealthCare Member; (ii) the additional

payment requested has not already been made by CIGNA HealthCare on resubmission of the Fee

for Service Claim or on an appeal; and (iii) the Fee for Service Claim to which the Proof of

Claim relates is not a Resolved Claim. If the Class Member billed the CIGNA HealthCare

Member to whom services or supplies were provided for the amount not originally paid by

CIGNA HealthCare, and if the CIGNA HealthCare Member reimbursed the Class Member for

such amount, it is expected that the Class Member shall reimburse the CIGNA HealthCare

Member with any amount paid pursuant to this Agreement. If a Class Member submits internal

accounting records in support of a Category Two Proof of Claim, the Class Member must also

certify that the CIGNA HealthCare Remittance Form and the claim form originally submitted to

CIGNA HealthCare cannot be located and are not available for submission.

                              (g)    Submission to CIGNA HealthCare for Processing; Payment.
       Upon determining that a Class Member has made a timely Proof of Claim for Category

Two Compensation, that the Proof of Claim Form contains all required information and

documentation, and has been properly certified by the Class Member, the Settlement

Administrator shall forward the Proof of Claim Form, within fourteen (14) days, to CIGNA

HealthCare for processing. CIGNA HealthCare shall have thirty (30) days from the date that the

Settlement Administrator transmits a Proof of Claim Form to CIGNA HealthCare to make a

determination whether to approve or deny, in whole or in part, the Proof of Claim and to notify

the Settlement Administrator of that determination.
                                              103
                                       (i)     Approval of Category Two Claim by CIGNA
                                               HealthCare.
       In the event CIGNA HealthCare decides to approve a Category Two Proof of Claim

relating to services or supplies delivered to CIGNA HealthCare Members less than one year

before the commencement of the Claims Period, the Proof of Claim shall be deemed a Valid

Proof of Claim and CIGNA HealthCare shall mail the additional payment required by Section

8.3.c(2)(b) to the Class Member within thirty (30) days of notifying the Settlement Administrator

of its determination. In the event that CIGNA HealthCare decides to approve a Category Two

Proof of Claim relating to services or supplies delivered to CIGNA HealthCare Members more

than a year before the commencement of the Claims Period, the Proof of Claim shall be deemed

a Valid Proof of Claim and the Settlement Administrator shall mail the additional payment

required by Section 8.3.c(2)(b) within fourteen (14) days of receiving notice of CIGNA

HealthCare’s determination.

                                       (ii)    Denial of Category Two Claim by CIGNA
                                               HealthCare.
       In the event CIGNA HealthCare decides to deny a Category Two Proof of Claim, it shall

mail notification of that decision (with identification of the reasons therefor) to the Class

Member at the same time it notifies the Settlement Administrator of the denial. Said notice shall

state that the Class Member’s Proof of Claim will automatically be forwarded for External

Review. Where CIGNA HealthCare’s denial is based on its judgment that the services or

supplies denoted by the denied CPT® Codes or HCPCS Level II Codes were included in the

CPT® Codes or HCPCS Level II Codes for which CIGNA HealthCare already made payment,

or otherwise should not have been reported and paid separately according to reasonable and

customary practice in the medical community, the Settlement Administrator shall automatically

forward the denied Proof of Claim to the Independent Review Entity for External Review.

Where CIGNA HealthCare’s denial is based on any other determination (e.g., that the Fee for

Service Claim to which the Proof of Claim relates is a Resolved Claim, that the individual to

                                                 104
whom the services or supplies were provided was not a CIGNA HealthCare Member at the time,

etc.), the denied Proof of Claim shall be subject to automatic External Review by the Settlement

Administrator.

                                       (iii)   Category Two Claims Deemed Approved by CIGNA
                                               HealthCare.
       In the event CIGNA HealthCare does not provide notice to the Settlement Administrator

of its determination with respect to a Class Member’s Category Two Proof of Claim within thirty

(30) days of transmission of such Proof of Claim to CIGNA HealthCare by the Settlement

Administrator, the Settlement Administrator shall deem the Proof of Claim approved by CIGNA

HealthCare such that it is a Valid Proof of Claim. The Settlement Administrator shall notify

CIGNA HealthCare of its failure to act by mailing notice of the deemed approval to CIGNA

HealthCare. Within fourteen (14) days of the deemed approval, payment shall be made to the

Class Member pursuant to the terms set forth in Section 8.3.c(2)(b).
                               (h)     Procedure for External Review.

                                       (i)     Assembly of Review File.

       Upon denial of a Proof of Claim Form for Category Two Compensation, CIGNA

HealthCare shall assemble documentation related to the Class Member’s denied Proof of Claim

(the “Review File”). CIGNA HealthCare shall forward the Review File to the Settlement

Administrator within thirty (30) days of CIGNA HealthCare’s denial. The Review File

assembled shall consist, at minimum, of (i) copies of all records documenting prior CIGNA

HealthCare payments on the Fee for Service Claim(s) for which the Class Member submitted a

Proof of Claim; (ii) copies of all other documents prepared or obtained by CIGNA HealthCare in

its initial review of the Proof of Claim Form; and (iii) if the Fee for Service Claim relates to

services or supplies provided to a CIGNA HealthCare Member within the twelve (12) months

preceding the date of commencement of the Claims Period, a computation of the CIGNA

HealthCare Member’s co-insurance and deductible responsibility, and how that CIGNA

HealthCare Member responsibility would affect the Class Member’s payment were the Proof of
                                                 105
Claim approved as a Valid Proof of Claim. Upon receiving the Review File, the Settlement

Administrator shall mail a copy of the same to the Class Member submitting the Proof of Claim

and, where appropriate, the Settlement Administrator shall immediately transmit the Review File

to the Independent Review Entity.

                                      (ii)    Effect of CIGNA HealthCare’s Failure to Assemble
                                              Review File.
         If CIGNA HealthCare fails to assemble and forward to the Settlement Administrator the

Review File for a denied Proof of Claim within the time limits specified in this Agreement, the

denied Proof of Claim shall be deemed approved and shall constitute a Valid Proof of Claim.

The Settlement Administrator shall notify CIGNA HealthCare of its failure to act by mailing

notice of the deemed approval to CIGNA HealthCare. Within fourteen (14) days of the deemed

approval, payment shall be made to the Class Member pursuant to the terms set forth in Section

8.3.c(2)(b) .
                                      (iii)    Timing of Determinations.

         The Settlement Administrator or the Independent Review Entity, as appropriate, shall use

its best efforts to complete External Review as to a Proof of Claim within thirty (30) days of

receiving the Review File as to such Proof of Claim.

                                      (iv)    Adjudication Standards for the Independent Review
                                              Entity.
         The Settlement Administrator shall automatically forward the Proof of Claim and Review

File to the Independent Review Entity for all denials based upon Claim Coding and Bundling

Edits.




                                               106
                                             (A)    Proof of Claim Forms Respecting Alleged
                                                    Non-Recognition of Certain Modifiers.
       A Class Member requesting review of CIGNA HealthCare’s denial of a Proof of Claim

regarding a Fee for Service Claim in which the Class Member asserts that CIGNA HealthCare

failed to recognize modifier(s) 50, RT, LT, FA-F9, and TA-T9 and thus denied payment for one

or more CPT® Codes shall be entitled to payment for such denied codes when, in the judgment

of the Independent Review Entity, the Fee for Service Claim and/or Review File establish that

(a) the CPT® Code(s) for which payment was denied were, at the time the services were

delivered by the Class Member, appropriately performed and reported; (b) the Class Member

originally submitted the Fee for Service Claim to CIGNA HealthCare with modifier 50, RT, LT,

FA-F9, or TA-T9 appropriately appended to the denied CPT® Code(s); and (c) CIGNA

HealthCare did not make payment on the denied CPT® Code(s) when the Class Member

originally submitted the Fee for Service Claim, and has not, on resubmission of the Fee for

Service Claim or on appeal, made appropriate payment on the CPT® Code(s) at issue.

                                             (B)    Proofs of Claim Alleging Inappropriate
                                                    Application of Multiple Procedure Logic.
       A Class Member requesting review of CIGNA HealthCare’s denial of a Proof of Claim in

which the Class Member asserts that CIGNA HealthCare inappropriately applied Multiple

Procedure Logic to so-called modifier 51 exempt CPT® Codes and add-on CPT® Codes shall be

entitled to an additional payment when, in the judgment of the Independent Review Entity, the

Proof of Claim and/or Review File establish that (a) the CPT® Code(s) for which payment was

reduced were, at the time the services were delivered by the Class Member, listed as exempt

from modifier 51 or as add-on codes in CPT®; (b) CIGNA HealthCare made a reduced payment

on such CPT® Code(s) through the application of Multiple Procedure Logic when it processed

the Class Member’s Fee for Service Claim originally; and (c) CIGNA HealthCare has not made

additional payments on resubmission of the Fee for Service Claim or on appeal bringing the total

amount paid on such CPT® Code(s) to the full fee schedule or benefit amount since the Fee for

Service Claim was originally processed.
                                              107
                                              (C)     Proofs of Claim Alleging Misinterpretation
                                                      of HCPCS Level II J-Codes.
       A Class Member requesting review of CIGNA HealthCare’s denial of a Proof of Claim in

which the Class Member asserts that CIGNA HealthCare misclassified HCPCS Level II J-codes

and therefore denied payment on such codes shall be entitled to payment for such denied codes

when, in the judgment of the Independent Review Entity, the Proof of Claim and/or Review File

establish that (a) the Fee for Service Claim originally submitted by the Class Member identified

the specific HCPCS Level II J-code(s) for which the Class Member seeks Category Two

Compensation; (b) CIGNA HealthCare made no payment on such HCPCS Level II J-code(s)

when it processed the Class Member’s Fee for Service Claim originally; and (c) CIGNA

HealthCare has not, on resubmission of the Fee for Service Claim or on appeal, made appropriate

payment on the HCPCS Level II J-codes at issue.

                                             (D)      Claims Alleging Non-Payment of Separately
                                                      Identifiable Services or Supplies.
       A Class Member shall be entitled to payment on a Proof of Claim regarding a Fee for

Service Claim in which the Class Member asserts that CPT® Codes or HCPCS Level II Codes

were billed to CIGNA HealthCare for services or supplies provided to a CIGNA HealthCare

Member, that CIGNA HealthCare denied or reduced payment for such codes (including payment

for a different billing code than the one(s) billed), and that such codes described services or

supplies that were separately identifiable from services or supplies represented by CPT® Codes

or HCPCS Level II Codes for which CIGNA HealthCare already provided reimbursement when,

in the judgment of the Independent Review Entity, the Proof of Claim and/or Review File

establish that (a) the Fee for Service Claim when originally submitted by the Class Member

identified the specific CPT® Code(s) or HCPCS Level II Code(s) for which the Class Member

seeks Category Two Compensation; (b) the CPT® Code(s) or HCPCS Level II Code(s) for

which payment was denied and/or reduced described services or supplies that, at the time the

services or supplies were delivered by the Class Member, were not, according to reasonable and

                                                108
customary practice in the medical community, included in the services or supplies denoted by

CPT® Code(s) or HCPCS Level II Code(s) for which payment was already made by CIGNA

HealthCare; (c) CIGNA HealthCare made no payment or reduced payment on such CPT®

Code(s) or HCPCS Level II Code(s) when it processed the Class Member’s Fee for Service

Claim originally; and (d) CIGNA HealthCare has not, on resubmission of the Fee for Service

Claim or on appeal, made appropriate payment on the CPT® Code(s) or HCPCS Level II

Code(s) at issue. For purposes of this section, any CPT® Code(s) or HCPCS Level II Code(s)

that were, under the Correct Coding Initiative published and in effect at the time the services or

supplies were provided by the Class Member, deemed not payable when billed in conjunction

with the CPT® Code(s) for which CIGNA HealthCare already made payment to the Class

Member, shall be deemed by the Independent Review Entity to fail to qualify for additional

payment under this section, and the Class Member’s Proof of Claim for Category Two

Compensation shall be denied; provided, however, that if the specific edit included in the Correct

Coding Initiative at the time the services or supplies were provided was removed from the

Correct Coding Initiative within one year of the date of service, then the Independent Review

Entity shall not consider that Correct Coding Initiative edit in adjudicating the Proof of Claim.

Proofs of Claim for Category Two Compensation in which the Class Member seeks payment for

a denied CPT® Evaluation and Management Code shall not be denied on the basis that the Class

Member failed to submit the denied CPT® Evaluation and Management Code with a modifier.

                                              (E)     External Review by Settlement
                                                      Administrator.
       All Category Two Compensation Proofs of Claim denied for reasons other than Claim

Coding and Bundling Edits shall be subject to External Review by the Settlement Administrator.

When a Proof of Claim for Category Two Compensation that has been denied by CIGNA

HealthCare on the ground that the Fee for Service Claim to which the Proof of Claim Form

relates is a Resolved Claim is presented to the Settlement Administrator for External Review, the

Settlement Administrator shall determine whether the Proof of Claim and Review File establish
                                                109
this ground for denial. A Class Member shall be entitled to payment on the Proof of Claim if the

Settlement Administrator determines that the Fee for Service Claim to which the Proof of Claim

relates is not a Resolved Claim. When a Proof of Claim for Category Two Compensation that

has been denied by CIGNA HealthCare on any other ground is presented to the Settlement

Administrator for External Review, the Settlement Administrator’s sole undertaking shall be to

determine, based on the Proof of Claim and Review File, whether CIGNA HealthCare’s denial of

the Fee for Service Claim to which the Proof of Claim relates was based on Medical Necessity

grounds or experimental or investigational grounds or the result of the application of a Claim

Coding and Bundling Edit. If the Settlement Administrator determines that CIGNA

HealthCare’s denial of the Claim to which the Proof of Claim relates was based on Medical

Necessity grounds or experimental or investigational grounds or the result of the application of a

Claim Coding and Bundling Edit, the Settlement Administrator shall forward the Proof of Claim

and Review File to the Independent Review Entity, which shall thereupon conduct External

Review as if the Proof of Claim had been presented to the Independent Review Entity originally.

If the Settlement Administrator determines that CIGNA HealthCare’s denial of the Fee for

Service Claim to which the Proof of Claim relates was based on grounds other than Medical

Necessity grounds or experimental or investigational grounds or a Claim Coding and Bundling

Edit, the Proof of Claim shall be denied. The Settlement Administrator’s denial of the Proof of

Claim in these circumstances shall be without prejudice to the Class Member’s rights, if any, to

seek further payment on the Fee for Service Claim under the CIGNA HealthCare Member’s Plan

Documents.

                                             (F)     Computation of Payment Amounts; Payment
                                                     Procedure.
       If the Settlement Administrator decides on External Review that a Proof of Claim denied

by CIGNA HealthCare is a Valid Proof of Claim, it shall so notify CIGNA HealthCare by mail

and payment shall be made to the Class Member at the amount and in the manner required by

Section 8.3.c(2)(b) within fourteen (14) days thereafter. If the Independent Review Entity
                                               110
decides on External Review that a Proof of Claim denied by CIGNA HealthCare is a Valid Proof

of Claim, it shall so notify the Settlement Administrator and CIGNA HealthCare by mail, and

payment shall be made to the Class Member at the amount and in the manner required by Section

8.3.c(2)(b) within fourteen (14) days thereafter.

                                              (G)     Finality of Decisions by Settlement
                                                      Administrator and Independent Review
                                                      Entity.
       When Proofs of Claim are denied on External Review, the Settlement Administrator shall

notify the Class Members submitting such Proof of Claim by mail of the denials and of the

reasons therefor. Decisions of the Settlement Administrator or Independent Review Entity, as

appropriate, shall be final and not subject to review by the Court or any other court or tribunal.

Neither the Settlement Administrator nor the Independent Review Entity shall entertain any

requests for reconsideration of their decisions regarding Proofs of Claim for Category Two

Compensation.

               d.      Compensation for Erroneous Denials of Claims on Medical Necessity
                       Grounds.

                       (1)     In General.
       Upon the submission of timely and proper Proof of Claim Forms by affected Class

Members, CIGNA HealthCare shall reconsider and, where appropriate or where it is directed to

do so under this Agreement, make or fund additional payments to Class Members for Claims that

were submitted to CIGNA HealthCare and denied, in whole or in part, on the grounds that the

services or supplies delivered to the CIGNA HealthCare Members concerned were determined

by CIGNA HealthCare to be either experimental or investigational or not Medically Necessary.

(For purposes of this Section 8.3.d, “experimental or investigational” means services or supplies

that, at the time they were delivered to a CIGNA HealthCare member were (a) neither approved

by the U.S. Food and Drug Administration (“FDA”) to be lawfully marketed for the use to which

they were put nor recognized for the treatment of the particular indication involved in one of the

                                                111
standard reference compendia (the United States Pharmacopoeia Drug Information or the

American Hospital Formulary Service Drug Information) or in scientific studies published in

peer-reviewed national professional medical journals; or (b) under review for the use to which

they were put by an Institutional Review Board or similar entity at the licensed and accredited

inpatient facility at which such services or supplies were or were intended to be delivered; or (c)

the subject of an ongoing clinical trial that meets the definition of a Phase I, Phase II or Phase III

Clinical Trial as set forth in FDA regulations, regardless of whether the trial is subject to FDA

oversight; or (d) not demonstrated, through then-existing peer-reviewed literature, to be safe and

effective for treating or diagnosing the condition or illness for which they were used.) In

particular, except as provided below, CIGNA HealthCare shall make or fund additional

payments to Class Members for Claims denied, in whole or in part, on Medical Necessity

grounds or experimental or investigational grounds where (a) the Class Member’s Clinical

Information and/or the Class Member’s notes of the patient’s history and physical examination

demonstrate to CIGNA HealthCare or the Independent Review Entity that services or supplies

provided to a CIGNA HealthCare Member were, at the time the services or supplies were

provided, Medically Necessary. Medical Necessity Denial Compensation shall be available

under this Agreement only for those denials of payment for services or supplies represented by

CPT® Codes or HCPCS Level II Codes based on CIGNA HealthCare’s judgment that the

services or supplies were not Medically Necessary or were experimental or investigational.

Denials of such CPT® Codes or HCPCS Level II Codes resulting from the application of other

payment and benefit limitations (e.g., coordination of benefit rules, violations of preauthorization

requirements, violations of referral requirements, limitations stemming from capitation or other

risk-bearing agreements with the Class Member submitting the Proof of Claim or with other

health care providers) shall not be eligible for Medical Necessity Denial Compensation. In

addition, no Medical Necessity Denial Compensation shall be available where the services or

supplies were excluded from coverage (other than under a general exclusion for cosmetic

                                                 112
services or supplies) under the CIGNA HealthCare Member’s Plan Documents. Class Members

seeking Medical Necessity Denial Compensation must make a timely and proper application for

payment by submitting a Proof of Claim Form according to the procedures described in Section

8.3.d(3) of this Agreement. To assist Class Members in determining what types of Clinical

Information to include with their Medical Necessity Denial Proofs of Claim, no later than

fourteen (14) days after Final Approval, CIGNA HealthCare shall provide the Settlement

Administrator and Class Counsel with information about the types of Clinical Information, by

billing code, CIGNA HealthCare has traditionally required to be submitted for review in order to

make Medical Necessity determinations. This information shall be made available to a Class

Member by the Settlement Administrator within fourteen (14) days of the Class Member’s

request for same. There shall be no limit on CIGNA HealthCare’s responsibility to make or fund

payments to Class Members who submit a Valid Proof of Claim for Medical Necessity Denial

Compensation. No compensation of any kind shall be available under this Section with respect

to Resolved Claims.
                      (2)    Computation of Payment Amounts.

        For Medical Necessity Denial Proofs of Claim deemed Valid Proofs of Claim and

relating to services or supplies delivered to CIGNA HealthCare Members less than one year

before the commencement of the Claims Period, payment shall be made directly by CIGNA

HealthCare at the CIGNA HealthCare Member’s benefit amount (i.e., the applicable fee schedule

amount or reasonable and customary charge less the CIGNA HealthCare Member’s required

coinsurance payments, copayments, and deductible contributions, if applicable), and the Class

Member shall be free to collect any applicable coinsurance payments, copayments, and

deductible contributions directly from the CIGNA HealthCare Member to whom the services

were provided. For all other Medical Necessity Denial Proofs of Claim deemed Valid Proofs of

Claim, payment shall be made from the Claim Distribution Fund by the Settlement Administrator

on the basis of the National Medicare Fee Schedule, without any deductions for the CIGNA

                                              113
HealthCare Member’s coinsurance payments, copayments, and deductible contributions, and

Class Members shall be prohibited from seeking further compensation from the CIGNA

HealthCare Member on that Fee for Service Claim.

                      (3)    Form of Application; Time Period for Submission; Documentation
                             Required.
                             (a)     Class Members may submit Proofs of Claim for

Medical Necessity Denial Compensation to the Settlement Administrator using the Proof of

Claim Form attached hereto as Exhibit 13. A single Proof of Claim Form may be used to seek

multiple requests for Medical Necessity Denial Compensation under this Agreement provided

adequate documentation concerning each of the affected Fee for Service Claims is included.

Physician Groups and Physician Organizations may submit Proof of Claims on behalf of

Physicians employed by or otherwise working with them at the time that the claims are made,

without the necessity of individual signatures from the individual Physicians; provided, however,

the Class Member who or which submits the Proof of Claim Form must be the Physician,

Physician Group or Physician Organization who or which originally submitted the claim and

must use the same tax identification number as was used on the original claim when submitting

the Proof of Claim. Any Proof of Claim originally postmarked more than one hundred eighty

(180) days after commencement of the Claims Period shall not qualify as a Valid Proof of Claim

and shall be denied by the Settlement Administrator. The Settlement Administrator shall send

mailed notification to all Class Members whose Proofs of Claim are denied as untimely under

this Section.
                             (b)     Class Members filing Proofs of Claim for Medical

Necessity Denial Compensation shall include with their Proof of Claim Forms: (a)

documentation evidencing that they submitted Fee for Service Claims for payment to CIGNA

HealthCare for services or supplies provided to a CIGNA HealthCare Member, and were

thereafter denied payment for one or more CPT® Codes or HCPCS Level II Codes due to

CIGNA HealthCare’s determination that the medical services, procedures or supplies
                                              114
corresponding to such codes were either not Medically Necessary or were experimental or

investigational; and (b) a complete copy of the Clinical Information generated in connection with

the Class Member’s services. A copy of the relevant CIGNA HealthCare Remittance Form

showing that payment was denied for one or more CPT® Codes or HCPCS Level II Codes shall

constitute adequate documentation for purposes of requirement (a) above unless the Settlement

Administrator determines that the records are false or fraudulent. For purposes of the

requirement set forth in (a) above, in the event that the Class Member cannot locate the CIGNA

HealthCare Remittance Form applicable to a given Fee for Service Claim, the Class Member

may submit copies of internal accounting records (such as printouts of accounts receivable

records or paid account records) if those records show that the CPT® Codes or HCPCS Level II

Codes in question were submitted to CIGNA HealthCare for payment and remain unpaid. For

purposes of the requirement set forth in (b) above, the Class Member shall not be required to

submit Clinical Information that relates to dates of service occurring more than ninety (90) days

before the date of service at issue in the Proof of Claim. A Proof of Claim Form for Medical

Necessity Denial Compensation that does not include the documentation required by (a) and (b)

above does not contain adequate documentation and is subject to resubmission pursuant to

Section 8.3.d(4).
                       (4)    Adequacy of Documentation.

       The Settlement Administrator shall use its best efforts to determine the adequacy of the

documentation accompanying Proof of Claim Forms for Medical Necessity Denial

Compensation within fourteen (14) days of the date of submission by the Class Member. If, in

the judgment of the Settlement Administrator, a Class Member’s Proof of Claim Form for

Medical Necessity Denial Compensation does not include adequate documentation under this

provision, the Settlement Administrator shall notify the Class Member by mail that the Proof of

Claim has been rejected (with identification of the reasons therefor). Said notice shall also state

that the Class Member has the right to resubmit the Proof of Claim Form within thirty (30) days

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from the date the notice was mailed. The Class Member may, thereafter, resubmit the Proof of

Claim Form in an effort to correct the deficiencies noted by the Settlement Administrator,

provided that the Class Member’s resubmission must be postmarked no later than thirty (30)

days from the date on which the Settlement Administrator’s notice of the deficiencies was mailed

to the Class Member. If the Settlement Administrator still concludes that the Proof of Claim

Form does not contain adequate documentation, then the Class Member’s Proof of Claim shall

not be deemed a Valid Proof of Claim, and no Medical Necessity Denial Compensation shall be

paid with respect to that Claim. The Settlement Administrator shall provide mailed notification

of this determination to the Class Member submitting the Proof of Claim.

                      (5)       Certification Required by Class Members Filing Proof of Claim
                                Forms for Medical Necessity Denial Compensation.
       No Proof of Claim for Medical Necessity Denial Compensation shall be accepted by the

Settlement Administrator for processing unless the Proof of Claim Form includes a certification

by the submitting Class Member that: (i) the CPT® or HCPCS Level II Code(s) for which the

Class Member is requesting payment (or additional payment) describes services or supplies that

were actually provided to a CIGNA HealthCare Member; (ii) the additional payment requested

has not already been made by CIGNA HealthCare on resubmission of the Claim or on an appeal;

and (iii) the Claim to which the Proof of Claim relates is not a Resolved Claim. If the Class

Member billed the CIGNA HealthCare Member to whom services or supplies were provided for

the amount not originally paid by CIGNA HealthCare, and if the CIGNA HealthCare Member

reimbursed the Class Member for such amount, it is expected that the Class Member shall

reimburse the CIGNA HealthCare Member with any amount paid pursuant to this Agreement. If

a Class Member submits internal accounting records in support of a Medical Necessity Denial

Proof of Claim, the Class Member must also certify that the CIGNA HealthCare Remittance

Form and the claim form originally submitted to CIGNA HealthCare cannot be located and are

not available for submission.


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                       (6)    Submission to CIGNA HealthCare for Processing.

       Within fourteen (14) days after determining that a Proof of Claim for Medical Necessity

Denial Compensation is timely, contains all required information and documentation, and

includes the proper certification by the Class Member, the Settlement Administrator shall

forward the Proof of Claim Form to CIGNA HealthCare for processing. CIGNA HealthCare

shall have thirty (30) days from the date that the Settlement Administrator transmits a Proof of

Claim Form to CIGNA HealthCare to make a determination whether to (a) approve the Proof of

Claim; or (b) deny the Proof of Claim, in whole or in part, based on its judgment that the services

or supplies addressed in the Proof of Claim were not Medically Necessary or were experimental

or investigational; or (c) deny the Proof of Claim, in whole or in part, because the Fee for Service

Claim to which the Proof of Claim relates was paid by CIGNA HealthCare on resubmission or

on appeal; or (d) deny the Proof of Claim, in whole or in part, for any other reason (e.g., because

the services or supplies addressed in the Proof of Claim were excluded from coverage under the

CIGNA HealthCare Member’s Plan Documents, because the Fee for Service Claim to which the

Proof of Claim relates is a Resolved Claim, because the services or supplies addressed in the

Proof of Claim were not supplied to a CIGNA HealthCare Member, because the services or

supplies were delivered in violation of the CIGNA HealthCare Member’s Plan Documents due to

the CIGNA HealthCare Member’s failure to obtain a referral or due to the Class Member’s

failure to obtain required preauthorization for a procedure, etc.). A judgment by CIGNA

HealthCare that the services or supplies addressed in the Proof of Claim were excluded from

coverage under the CIGNA HealthCare Member’s Plan Documents because they were of a

cosmetic nature shall, for purposes of this provision, be deemed a judgment that the services or

supplies were not Medically Necessary.
                              (a)     Approval of Claim by CIGNA HealthCare.

       In the event that CIGNA HealthCare decides to approve a Proof of Claim for Medical

Necessity Denial Compensation relating to services or supplies delivered to a CIGNA

                                                117
HealthCare Member less than one year before the commencement of the Claims Period, the

Proof of Claim shall be deemed a Valid Proof of Claim and CIGNA HealthCare shall mail the

additional payment required by Section 8.3.d(2) to the Class Member within thirty (30) days of

notifying the Settlement Administrator of its determination. In the event that CIGNA

HealthCare decides to approve a Proof of Claim for Medical Necessity Denial Compensation

relating to services or supplies delivered to a CIGNA HealthCare Member more than one year

before the commencement of the Claims Period, the Proof of Claim shall be deemed a Valid

Proof of Claim and the Settlement Administrator shall mail the additional payment required by

Section 8.3.d(1) within fourteen (14) days of receiving notice of CIGNA HealthCare’s

determination.
                               (b)     Denial of Claim by CIGNA HealthCare.

       In the event that CIGNA HealthCare decides to deny a Proof of Claim, it shall mail

notification of that denial to the Settlement Administrator and to the Class Member submitting

the Proof of Claim, with identification of the reasons for the denial. Said notice shall state that

the Class Member’s Proof of Claim will automatically be forwarded for External Review.

                               (c)     Deemed Approval of Claim by CIGNA HealthCare.

       In the event that CIGNA HealthCare does not provide notice to the Settlement

Administrator of its determination with respect to a Class Member’s Proof of Claim within thirty

(30) days of the Settlement Administrator’s transmission of such Proof of Claim to CIGNA

HealthCare, the Settlement Administrator shall deem the Proof of Claim approved as a Valid

Proof of Claim by CIGNA HealthCare. The Settlement Administrator shall notify CIGNA

HealthCare of its failure to act by mailing notice of the deemed approval to CIGNA HealthCare.

Within fourteen (14) days of the deemed approval, payment shall be made to the Class Member

pursuant to the terms set forth in Section 8.3.d(1).




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                       (7)    Procedure for External Review.

                              (a)     Assembly of Review File.

       If CIGNA HealthCare denies a Proof of Claim for Medical Necessity Compensation,

CIGNA HealthCare shall assemble a Review File consisting, at minimum, of (i) a complete copy

of the Class Member’s Proof of Claim Form as submitted; (ii) copies of all records documenting

prior CIGNA HealthCare payments on the Fee for Service Claim(s) with respect to which the

Class Member submitted a Proof of Claim; (iii) copies of all other documents prepared or

obtained by CIGNA HealthCare in its initial review of the Proof of Claim, including Plan

Documents, if relevant; and (iv) if the Fee for Service Claim relates to services or supplies

provided to a CIGNA HealthCare Member within the twelve (12) months preceding the date of

commencement of the Claims Period, a computation of the CIGNA HealthCare Member’s co-

insurance and deductible responsibility and how that CIGNA HealthCare Member’s

responsibility would affect the Class Member’s payment were the Proof of Claim approved.

CIGNA HealthCare shall provide the Review File to the Settlement Administrator within thirty

(30) days of CIGNA HealthCare’s denial. Upon receiving the Review File, the Settlement

Administrator shall mail a copy of the same to the Class Member submitting the Proof of Claim

and, where appropriate, the Settlement Administrator shall immediately transmit the Review File

to the Independent Review Entity.

                              (b)     Effect of CIGNA HealthCare’s Failure to Assemble Review
                                      File.
       If CIGNA HealthCare fails to assemble and forward to the Settlement Administrator the

Review File for a denied Proof of Claim within the time limits specified in this Agreement, the

denied Proof of Claim shall be deemed approved as a Valid Proof of Claim. The Settlement

Administrator shall notify CIGNA HealthCare of its failure to act by mailing notice of the

deemed approval to CIGNA HealthCare. Within fourteen (14) days of the deemed approval,

payment shall be made to the Class Member pursuant to the terms set forth in Section 8.3.d(1).


                                                119
                      (8)     Roles of Settlement Administrator and Independent Review Entity
                              in External Review Process.
       Where CIGNA HealthCare’s denial of a Proof of Claim for Medical Necessity Denial

Compensation is based on its judgment that the services or supplies addressed in the Proof of

Claim were not Medically Necessary or were experimental or investigational or that the Claim to

which the Proof of Claim relates was fully paid by CIGNA HealthCare on resubmission or on

appeal, External Review shall be performed by the Independent Review Entity. All other denials

shall be subject to External Review by the Settlement Administrator, as hereinafter provided.

                              (a)      Timing of Determinations.

       The Settlement Administrator or the Independent Review Entity, as appropriate, shall use

its best efforts to complete External Review as to a Proof of Claim within thirty (30) days of

receiving the Review File as to such Proof of Claim.

                              (b)     Adjudication Standards.

                                      (i)    External Review by Independent Review Entity.
       A Class Member shall be entitled to payment on a Proof of Claim for Medical Necessity

Denial Compensation when, in the judgment of the Independent Review Entity, the services or

supplies were not experimental or investigational and the Proof of Claim and/or Review File

establishes that (a) the CPT® Code(s) or HCPCS Level II Code(s) for which payment was

denied described services or supplies that were Medically Necessary at the time the services or

supplies were delivered by the Class Member; (b) the CPT® Code(s) or HCPCS Level II

Code(s) for which payment was denied described services or supplies that, at the time the

services or supplies were delivered by the Class Member, were not, according to reasonable and

customary practice in the medical community, included in the services or supplies denoted by

CPT® Code(s) or HCPCS Level II Code(s) for which payment was already made by CIGNA

HealthCare; and (c) CIGNA HealthCare has not, on resubmission of the Fee for Service Claim or

on appeal, already made appropriate payment on the denied CPT® Code(s) or HCPCS Level II

Code(s).

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                                     (ii)   External Review by Settlement Administrator.

       When a Proof of Claim for Medical Necessity Denial Compensation that has been denied,

in whole or in part, by CIGNA HealthCare on the ground that the Claim to which the Proof of

Claim relates is a Resolved Claim is presented to the Settlement Administrator for External

Review, the Settlement Administrator shall determine whether the Proof of Claim and Review

File establish this ground for denial. A Class Member shall be entitled to payment on the Proof

of Claim if the Settlement Administrator determines that the Fee for Service Claim to which the

Proof of Claim relates is not a Resolved Claim. When a Proof of Claim for Medical Necessity

Denial Compensation that has been denied by CIGNA HealthCare on any other ground is

presented to the Settlement Administrator for External Review, the Settlement Administrator’s

sole undertaking shall be to determine, based on the Proof of Claim and Review File, whether

CIGNA HealthCare’s denial of the Fee for Service Claim to which the Proof of Claim relates

was based on Medical Necessity grounds or experimental or investigational grounds or the result

of the application of a Claim Coding and Bundling Edit. If the Settlement Administrator

determines that CIGNA HealthCare’s denial of the Fee for Service Claim to which the Proof of

Claim relates was based on Medical Necessity grounds or experimental or investigational

grounds or was the result of the application of a Claim Coding and Bundling Edit, the Settlement

Administrator shall forward the Proof of Claim and Review File to the Independent Review

Entity, which shall thereupon conduct External Review as if the Proof of Claim had been

presented to the Independent Review Entity originally. If the Settlement Administrator

determines that CIGNA HealthCare’s denial of the Fee for Service Claim to which the Proof of

Claim relates was based on grounds other than Medical Necessity grounds or experimental or

investigational grounds or Claim Coding and Bundling Edit, the Proof of Claim shall be denied.

The Settlement Administrator’s denial of the Proof of Claim in these circumstances shall be

without prejudice to the Class Member’s rights, if any, to seek further payment on the Claim

under the CIGNA HealthCare Member’s Plan Documents.

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                       (9)     Computation of Payment Amounts.

       If the Settlement Administrator decides on External Review that a Proof of Claim denied

by CIGNA HealthCare is a Valid Proof of Claim, it shall so notify CIGNA HealthCare by mail

and payment shall be made to the Class Member at the amount and in the manner required by

Section 8.3.d(2) within fourteen (14) days thereafter. If the Independent Review Entity decides

on External Review that a Proof of Claim denied by CIGNA HealthCare is a Valid Proof of

Claim, it shall so notify the Settlement Administrator and CIGNA HealthCare by mail, and

payment shall be made to the Class Member at the amount and in the manner required by Section

8.3.d(2) within fourteen (14) days thereafter.

                       (10)    Finality of Decisions by Settlement Administrator and Independent
                               Review Entity; Payment Procedure.
       When Proofs of Claim are denied on External Review, the Settlement Administrator shall

notify the Class Members submitting such Proofs of Claim by mail of the denials and of the

reasons therefor. Decisions of the Settlement Administrator or Independent Review Entity, as

appropriate, shall be final and not subject to review by the Court or any other court or tribunal.

Neither the Settlement Administrator nor the Independent Review Entity shall entertain any

further requests for reconsideration of its decisions under this section.

       8.4     Procedure for Inquiry About Status of Proofs of Claim; Procedure for Requesting
               Facilitation List; Procedure for Requesting Medical Necessity Information.
       The Settlement Administrator shall establish procedures, to be described in the Notice of

Commencement of the Claims Period, that (a) allow Class Members to inquire about the status of

their Proofs of Claim; (b) allow Class Members to make requests, via telephone and/or e-mail,

for copies of the Facilitation List available under Section 8.3.c(2)(c); and (c) allow Class

Members to make requests, via telephone and/or e-mail, for copies of the information about the

types of medical records, by billing code, CIGNA HealthCare has traditionally required to be

submitted for review in order to make Medical Necessity determinations, available under Section

8.3.d(1).

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       8.5     Submission to Jurisdiction of Court.

       Any Class Member submitting a Category A Claim or Proof of Claim Form for Category

One Compensation, Category Two Compensation or Medical Necessity Denial Compensation

shall, through the act of submitting that Proof of Claim Form agrees to be subject to the

jurisdiction of the Court for any related proceedings.

9.     SETTLEMENT ADMINISTRATION

       9.1     Notice Counsel and Defendants’ Counsel have jointly selected Poorman-Douglas

Corporation as the Settlement Administrator to carry out the terms of the Agreement and orders

of the Court. The Settlement Administrator shall have the duties and responsibilities set forth

elsewhere in this Agreement including without limitation Sections 5, 6.1 and 8 hereof and this

Section 9.

       9.2     Within sixty (60) days following the date of the entry of the Preliminary Approval

Order, Notice Counsel and Defendants’ Counsel shall jointly select the Independent Review

Entity to carry out the terms of the Agreement and orders of the Court. The Independent Review

Entity shall have the duties and responsibilities set forth in Section 8 hereof.

       9.3     The Settling Parties, Class Counsel, Kaiser Counsel, and Defendants’ Counsel

shall not have any responsibility for, interest in, or liability whatsoever with respect to the

investment of or distribution of the Category A Settlement Fund and the Claim Distribution Fund.

Settling Parties, Class Counsel, Kaiser Counsel, and Defendants’ Counsel shall not have any

responsibility for, interest in, or liability whatsoever with respect to the determination,

administration, calculation, or payment of Proofs of Claim from the Category A Settlement Fund

or the Claim Distribution Fund (except as specifically described in this Agreement) or any losses

incurred in connection therewith. Nothing in this section, however, shall prevent CIGNA

HealthCare from receiving the reversion provided for in Section 8.3.b or enforcing the terms of

the Agreement in order to protect its right to such reversion. The Billing Dispute Administrator

(and its members and agents, if any), the Compliance Dispute Facilitator (and his agents, if any),

                                                 123
the Internal Compliance Officer (and his agents, if any), the Clinical Information Officers, and

the Compliance Dispute Review Officer (and his agents, if any) do not owe a fiduciary duty to

the Class Members, the Plaintiffs, or CIGNA HealthCare. The Settling Parties shall ask the

Court to grant the Billing Dispute Administrator, the Compliance Dispute Facilitator (and his

agents, if any), the Internal Compliance Officer (and his agents, if any), the Clinical Information

Officers, and the Compliance Dispute Review Officer (and his agents, if any) limited immunity

from liability to the effect that the above-mentioned (and their members and agents, if any) shall

be liable only for willful misconduct and gross negligence.
       9.4     Administration Costs shall be paid by CIGNA HealthCare.

       9.5     The escrow agent(s) with whom the Category A Settlement Fund and the Claim

Distribution Fund are deposited shall invest the monies in those funds solely in interest bearing

investments which the escrow agent(s) considers to involve no substantial risk of payment of

principal at maturity.

       9.6     No Person shall have any cause of action against the Plaintiffs, Class Counsel,

Kaiser Counsel, the Settlement Administrator, the Independent Review Entity, CIGNA

HealthCare, the Released Persons, or Defendants’ Counsel, including any counsel representing

CIGNA HealthCare in connection with this Litigation, Compliance Dispute Review Officer,

Compliance Dispute Facilitator, Clinical Information Officers, Medical Necessity External

Review Organization, or Billing Dispute Administrator based on the administration or

implementation of the Agreement or orders of the Court or based on the distribution of monies

under the Agreement. In such circumstances, the sole remedy (other than those provided

pursuant to the terms of the Agreement) is application to this Court for enforcement of the

Agreement or order.
       9.7     The Settlement Administrator shall make appropriate reports under Internal

Revenue Code § 1099 with respect to all payments it makes to Class Members under this

Agreement. CIGNA HealthCare shall make appropriate reports under Internal Revenue Code

                                                124
§ 1099 as to all payments of Category Two Compensation and Medical Necessity Denial

Compensation it makes directly to Class Members. The Settlement Administrator shall file any

tax returns necessary with respect to any income earned by the Foundation, the Category A

Settlement Fund and the Claim Distribution Fund and shall pay, as and when legally required to

do so, any tax payments (including interest and penalties) due on income earned by such Funds,

and shall request refunds, when and if appropriate, and shall apply any such refunds that are

issued to the appropriate Fund to become a part thereof.

       9.8     When this Agreement requires mailed notification, other than notification

undertaken pursuant to the Plan of Notice, the notification may be accomplished by transmitting

the communication either by first-class mail or by electronic mail if an electronic mail address is

available (for instance, if the Class Member has included an electronic mail address on a Proof of

Claim Form), unless otherwise specifically set forth in this Agreement. Unless otherwise

specified in this Agreement, the Settlement Administrator shall use its best efforts to send

notification within fourteen (14) days of the event that requires notification.
       9.9     At the conclusion of the settlement process, the Settlement Administrator shall

provide a final accounting to Defendants’ Counsel and Notice Counsel.

       9.10    If a Class Member submits a Proof of Claim requesting compensation under the

wrong compensation category (e.g., a request for Category Two Compensation which should

have been submitted as a request for Category One Compensation), the Settlement Administrator

shall automatically review the Proof of Claim under the provisions set forth herein for the correct

compensation category unless the documentation submitted with said Proof of Claim is

insufficient under those provisions.
10.    THE JUDGMENT

       If at or after the Fairness Hearing, the Agreement is approved by the Court, the Settling

Parties shall jointly request that the Court enter the Final Order and Judgment attached as

Exhibits 3 and 4.

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11.    CLASS MEMBERS WITH ARBITRATION AGREEMENTS

       For purposes of this Settlement only, CIGNA HealthCare waives its right as to Fee for

Service Claims subject to Section 8 of this Agreement to require those Class Members with valid,

enforceable arbitration provisions to arbitrate their claims against CIGNA HealthCare. Nothing

in this Agreement shall preclude Class Members from challenging the enforceability of

arbitration provisions in connection with disputes or claims not resolved by this Agreement,

provided, however, that no Class Member may assert that by entering into this Agreement,

CIGNA HealthCare has waived its right to compel arbitration of such disputes or claims.

12.    CONDITION OF SETTLEMENT, EFFECT OF DISAPPROVAL,
       CANCELLATION, OR TERMINATION
       12.1    If Final Approval does not occur, the terms and provisions of this Agreement shall

have no further force and effect with respect to the Settling Parties and shall not be used for any

other purpose. In that event, any Judgment or other order entered by the Court in accordance

with the terms of this Agreement shall be treated as vacated nunc pro tunc. Both Notice Counsel

and Defendants’ Counsel agree that no further notice to the Class Members would be necessary

under these circumstances. If, however, the Court finds it is in the best interests of Class

Members to receive additional notice, then the Settling Parties agree that CIGNA HealthCare

will pay for said notice. In the event of any termination pursuant to the terms hereof, the Settling

Parties shall be restored to their original positions, except as expressly provided herein.

       12.2    Either CIGNA HealthCare or Notice Counsel on behalf of Class Members may

withdraw from this Agreement if the Court does not within a reasonable period of time after the

Preliminary Approval Hearing enter a Preliminary Approval Order as to the Settlement that

includes substantially all of the terms and conditions of this Agreement. Should either CIGNA

HealthCare or Notice Counsel elect to withdraw from the Settlement pursuant to this Section

12.2, the terms of Section 12.1 shall take effect.

       12.3    CIGNA HealthCare may, in its sole discretion, withdraw from the


                                                 126
Settlement if more than seven and one-half percent (7.5%) of the putative members of the Class,

as identified on the Class List, elect to exclude themselves (Opt Out) of the Settlement. The

percentage of the putative members of the Class requesting exclusion shall be determined by

dividing the number of names on the Class List who have submitted a valid Opt Out request by

the total number of names included on the Class List. Should CIGNA HealthCare elect to

withdraw from the Settlement pursuant to this section, the terms of Section 12.1 shall take effect.

        12.4    If the Court has not entered the Final Order and Judgment substantially in the

form attached hereto as Exhibits 3 and 4 by the date that is one hundred eighty (180) calendar

days after the date of the entry of the Preliminary Approval Order, Notice Counsel and CIGNA

HealthCare may, in the sole and absolute discretion of each, terminate this Agreement by

delivering a notice of termination to the other. Should either CIGNA HealthCare or Notice

Counsel elect to withdraw from the Settlement pursuant to this Section 12.4, the terms of Section

12.1 shall take effect.
        12.5    If Notice Counsel and Defendants’ Counsel are unable to agree on the selection of

the Independent Review Entity within the time constraints imposed by this Agreement, then

Notice Counsel and Defendants’ Counsel shall resolve the disagreement as a Compliance

Dispute, or if the Compliance Dispute mechanism is not in place, they shall submit the

disagreement to the Court for resolution.

        12.6    If Notice Counsel object to the form of the initial disclosures prepared by CIGNA
HealthCare pursuant to Section 7.2.a(3) and Notice Counsel and CIGNA HealthCare cannot

resolve Notice Counsel’s objections by negotiation, then Notice Counsel (on behalf of Class

Members) or CIGNA HealthCare may elect to withdraw from the Settlement. If Notice Counsel

or CIGNA HealthCare elects to withdraw from the Settlement pursuant to this section, then this

Settlement shall become null and void and the terms of Section 12.1 shall take effect.




                                                127
13.    RELEASE AND COVENANT NOT TO SUE
       13.1    Upon Final Approval, the Releasing Parties and each of them shall hereby be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever, remised,

released, relinquished, compromised and discharged all Released Claims against each Released

Person, whether or not any such Releasing Party submits any Proofs of Claim or otherwise seeks

any payment under the terms of this Agreement.

       13.2    The Releasing Parties and each of them agree and covenant not to sue or

prosecute, institute or cooperate in the institution, commencement, filing, or prosecution of any

suit on the basis of any Released Claim against any Released Person.

       13.3    With respect to all Released Claims, the Releasing Parties and each of them agree

that they are expressly waiving and relinquishing to the fullest extent permitted by law (a) the

provisions, rights, and benefits conferred by Section 1542 of the California Civil Code, which

provides:
               A general release does not extend to claims which the creditor does
               not know or suspect to exist in his favor at the time of executing
               the release which if known by him must have materially affected
               his settlement with the debtor.
and (b) any law of any state or territory of the United States, federal law or principle of common

law, or of international or foreign law, which is similar, comparable or equivalent to Section

1542 of the California Civil Code.

       13.4    Notwithstanding the foregoing, the Releasing Parties are not releasing claims for

payment (each a “Retained Claim” and, collectively, the “Retained Claims”) for Covered

Services provided to CIGNA HealthCare Members prior to or on the date of Final Approval as to

which, as of Final Approval, (i) no claim with respect to such Covered Services has been filed

with CIGNA HealthCare; provided that the contractual period for filing such claim has not

elapsed; or (ii) a claim with respect to such Covered Services has been filed with CIGNA

HealthCare but such claim has not been finally adjudicated by CIGNA HealthCare. For

purposes of clause (ii), above, final adjudication shall include completion of CIGNA

                                                128
HealthCare’s internal appeals process. In the event that a claim referred to in clause (ii) is finally

adjudicated less than thirty (30) days prior to Final Approval, such claim shall constitute a

Retained Claim if a Physician seeks relief under Section 7.10 not later than ninety (90) days after

notice of such final adjudication, but otherwise such claim shall constitute a Released Claim.

Retained Claims shall be resolved pursuant to the provisions of Section 7.10 of this Agreement.

       13.5    Upon Final Approval and until the Termination Date, each Releasing Party shall

be deemed to have covenanted and agreed not to sue with respect to, or assert, against any

Released Person, in any other forum (i) any Retained Claim, (ii) any dispute subject to Section

7.12, or (iii) any Compliance Dispute, which respectively shall be asserted and pursued only

pursuant, to the provisions of Section 7.10, Section 7.12 and Section 15.2 of this Agreement (it

being understood that this Section 13.5 shall not apply to any claims that arise within twenty (20)

days before the Termination Date that could not reasonably be presented or resolved pursuant to

the procedures set forth in Section 15; provided that any such claim shall be prosecuted on an

individual basis only and not otherwise).
       13.6    Nothing in this Agreement is intended to relieve any Person that is not a Released

Person from responsibility for its own conduct or conduct of other Persons who are not Released

Persons, or to preclude any Plaintiff from introducing any competent and admissible evidence to

the extent consistent with this Agreement. Moreover, nothing in this Agreement prevents the

Plaintiffs and the Class from pursuing claims to hold any person or party that is not a Released

Person liable for damages caused by any Released Person.
       13.7    Notwithstanding the foregoing, Releasing Parties shall retain the rights: (i) to

enforce CIGNA HealthCare’s obligations under Section 7.29.n pursuant to the procedures set

forth in Section 15 of this Agreement; and (ii) to bring an action asserting claims against CIGNA

HealthCare by or on behalf of Physicians to recover amounts alleged to be owed to such

Physicians by any Physician Organization that has become insolvent, provided that no such

action may be commenced or maintained against CIGNA HealthCare unless substantially all

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health plans or insurers who contracted with such Physician Organization and have not paid all

amounts allegedly owed to health care providers with respect to such insolvent Physician

Organization are named as defendants in addition to CIGNA HealthCare and further provided

that in any such action CIGNA HealthCare may assert all available legal claims and defenses,

including without limitation defenses based on the fraudulent conduct of such Physician

Organization.

       13.8     The Settling Parties agree that CIGNA HealthCare shall suffer irreparable harm if

a Releasing Party takes action inconsistent with either Section 13.1, Section 13.2, or Section 13.5,

and that in that event CIGNA HealthCare may seek an injunction from the Court as to such

action without further showing of irreparable harm.
       13.9     Nothing contained in this Agreement is intended, or shall be construed, to

preclude any Settling Party from seeking legislative or regulatory changes as to matters

addressed herein or from seeking to enforce any such changes using any available legal remedy.

14.     ATTORNEYS’ FEES, COSTS AND EXPENSES

       14.1     Class Counsel shall petition the Court for attorneys’ fees, costs and expenses not
to exceed Fifty-Five Million Dollars ($55,000,000), including any attorneys’ fees, costs and

expenses of Kaiser Counsel for their representation of Physicians (collectively referred to

hereafter as “Counsels’ Award”). CIGNA HealthCare shall not oppose such petition. CIGNA
HealthCare shall pay Counsels’ Award as ordered by the Court, which shall be in addition to the

other benefits conferred upon Class Members under the Settlement. If the Court were to order a

Counsels’ Award in excess of Fifty-Five Million Dollars ($55,000,000), Class Counsel and

Kaiser Counsel, on behalf of themselves and the Class, hereby covenant and agree to waive,

release and forever discharge the amount of any such excess award and to make no effort of any

kind or description ever to collect same. The Counsels’ Award agreed to be paid pursuant to this

provision are in addition to and separate from all other consideration and remedies paid to and

available to the Class Members. CIGNA HealthCare shall not be obligated to pay any attorneys’

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fees or expenses incurred by or on behalf of any Releasing Party in connection with the

Litigation, other than the payment of Counsels’ Award in accordance with this Section.

       14.2    At the Fairness Hearing, Class Counsel shall petition the Court for incentive

awards in the amount of Seven Thousand Five Hundred Dollars ($7,500) for each Plaintiff for

their services as Class Representatives Plaintiffs. CIGNA HealthCare shall not oppose this

petition. If approved by the Court, CIGNA HealthCare shall pay these amounts over and above

any other compensation contained in this Agreement.

       14.3    If there is no appeal of the award of Counsels’ Award, then within five (5)

Business Days after Final Approval, CIGNA HealthCare shall pay Counsels’ Award, plus any

interest accrued thereon. The amount of fees, costs and expenses awarded by the Court shall be

increased at the rate of six percent (6%) per annum (without compounding) during the period

between (i) the thirtieth (30th) day following entry of the Judgment and (ii) the date of Final

Approval. If there is an appeal of the Judgment and Settlement, CIGNA HealthCare agrees that,

subject to the Court’s approval, the amount of Counsels’ Award ultimately awarded by the Court

shall be increased at the rate of six percent (6%) per annum (without compounding) during the

period of delay caused by the appeal, with that period being defined as the period between (i) the

thirtieth (30th) day following entry of the Judgment, and (ii) the date of Final Approval.

Payment shall be made by wire transfer to the Trust Account of the Law Office of Archie C.

Lamb, L.L.C., for the benefit of Class Counsel and Kaiser Counsel. Reporting pursuant to

Internal Revenue Code § 1099 shall identify Class Counsel and Kaiser Counsel as payees; each

Class Counsel and Kaiser Counsel shall advise CIGNA HealthCare of the correct § 1099

reporting amounts applicable to her or his law firm.
       14.4    If there is an appeal of the Judgment and Settlement, and this appeal delays Final

Approval, CIGNA HealthCare agrees that (i) payments on all Valid Proofs of Claim for

Category One Compensation, (ii) payments on all Valid Proofs of Claim for Category Two

Compensation and (iii) payments on all Valid Proofs of Claim for Medical Necessity

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Compensation shall be increased by CIGNA HealthCare at the rate of six percent (6%) per

annum (without compounding) during the period between (i) the thirtieth (30th) day following

entry of the Judgment and (ii) the date of Final Approval.

       14.5    If there is an appeal related solely to the Counsels’ Award, CIGNA HealthCare

agrees that, subject to the Court’s approval, the amount of Class Counsel fees, costs and

expenses ultimately awarded by the Court to Class Counsel, if any, shall be increased at the rate

of six percent per annum (without compounding) during the period of delay caused by the appeal,

with that period being defined as the period between (i) the thirtieth (30th) day following entry of

the Judgment, and (ii) five (5) Business Days before payment of such fees, costs and expenses.

Payment of such fees, costs and expenses shall occur within five (5) Business Days after the date

of final dismissal of any appeal taken under Section 1.59.c(1), or the final dismissal of any

proceeding or denial of certiorari to review such appeal.
       14.6    As set forth in Section 1.59, an appeal related solely to the Counsels’ Award shall

not delay Final Approval, and in such event the Settling Parties shall proceed with

implementation of this Agreement.

       14.7    Any and all disputes related to the issue of the Counsels’ Award, including but

not limited to the allocation of that Award, or the incentive awards shall be resolved by the Court,

and all parties agree that no other forum shall have jurisdiction over any such dispute.

15.    COMPLIANCE PROVISIONS

       15.1    Internal Compliance Officer.

       CIGNA HealthCare will appoint a compliance officer (the “Compliance Officer”),

responsible directly to its President, and any successor thereto, to monitor and report quarterly to

the President on CIGNA HealthCare’s compliance with this Agreement. CIGNA HealthCare

may, at its sole discretion, select the Compliance Officer from among individuals currently or

previously employed by CIGNA Corporation or any of its Subsidiaries, and the Compliance



                                                132
Officer may bear other responsibilities to CIGNA Corporation or any of its Subsidiaries while

discharging his or her responsibilities under this Agreement.

               a.      Quarterly Report.

       The Compliance Officer shall establish effective mechanisms for monitoring compliance

with this Agreement and correcting violations thereof, and shall issue a quarterly report to

CIGNA HealthCare’s President and to Notice Counsel covering the following areas:

                       (1)    The Compliance Officer will examine a random sample of

Physician contracts issued or modified in the prior quarter, which sample shall be drawn in such

a way as to provide confidence that it is representative of the universe of such Physician

contracts, and certify that they are compliant with the terms of this Agreement.
                       (2)    The Compliance Officer will report the percentage of claims

received in the quarter that have been processed within the time frames specified in this

Agreement, and the quarter-to-quarter trend in such percentage.

                       (3)    The Compliance Officer will examine a random sample of claims

that were processed outside the time frames specified in this Agreement to ensure that the

interest payable under the terms of this Agreement has been paid to the Class Members

submitting such claims, and shall report on the results of this random sample.

                       (4)    The Compliance Officer will report, in summary form, on all

complaints by Class Members that CIGNA HealthCare has failed to comply with the terms of

this Agreement, and on the resolution of such complaints.
                       (5)    The Compliance Officer report will address the status of CIGNA

HealthCare’s best efforts to modify its claim processing systems and practices in accordance

with this Agreement.

                       (6)    The Compliance Officer report will address any other issues

referred to the Compliance Officer by CIGNA HealthCare or Notice Counsel.



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               b.      Annual Report.

        The Compliance Officer will render to CIGNA HealthCare’s President and to Notice

Counsel, an annual report on the status of CIGNA HealthCare’s compliance with the terms of

this Agreement, including, with respect to instances of non-compliance, a statement of any

corrective action being taken. The report shall address, at least, the following subjects with

respect to the preceding year:

                       (1)       Compliance with the processing timeliness requirements of this

Agreement, including whether CIGNA HealthCare has failed to process at least ninety percent

(90%) of claims within the timeframes specified by this Agreement during any continuous six (6)

month period, and whether CIGNA HealthCare has failed to pay the interest required by this

Agreement on the claims processed outside those timeliness requirements;

                       (2)       Compliance with the terms of this Agreement regarding

information to be included on Remittance Forms with respect to denials of claims, including any

systematic noncompliance with such terms by any single CIGNA HealthCare claim processing

facility.

                       (3)       Compliance with the terms of this Agreement regarding disclosure

of CIGNA HealthCare’s Claim Coding and Bundling Edits and changes thereto, changes in fee

schedules, CIGNA HealthCare’s procedures for determining reasonable and customary provider

charges, and other claim processing practices and procedures on CIGNA HealthCare’s Website.

               c.      Internal Monitoring Mechanisms.

        CIGNA HealthCare shall create such internal mechanisms for monitoring compliance and

appoint such persons to assist the Compliance Officer as may be necessary to enable the

Compliance Officer to carry out the tasks heretofore described. CIGNA HealthCare’s President

shall approve the compliance processes outlined in this Section and a description thereof shall be

furnished to Notice Counsel.



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               d.     Term of Internal Compliance Mechanism.

       The Compliance Officer requirements set forth herein shall continue in place for

five (5) years from the date of Final Approval.

       15.2    Compliance Disputes Arising Under This Agreement.

               a.     Jurisdiction.

                      (1)     Compliance Dispute Facilitator.

       All Compliance Disputes shall be directed not to the Court nor to any other state court,

federal court, arbitration panel or any other binding or non-binding dispute resolution mechanism

but to the Compliance Dispute Facilitator to be designated by Notice Counsel. CIGNA

HealthCare shall publish on the Website the name and address of the Compliance Dispute

Facilitator. The proposed Final Order and Judgment shall provide that no state or federal court

or dispute resolution body of any kind shall have jurisdiction over any enforcement of Section 7

of this Agreement at any time, including without limitation through any form of review or appeal,

except to the extent otherwise provided in this Agreement.
                      (2)     Compliance Dispute Review Officer.

       Pursuant to Sections 15.2.c(2) and 15.2.f and subject to Sections 15.2.d and 15.2.e, the

Compliance Dispute Facilitator shall refer Compliance Disputes that satisfy the requirements of

Section 15.2.c to the Compliance Dispute Review Officer for resolution. The Compliance

Dispute Review Officer shall be agreed upon by Notice Counsel and Defendants’ Counsel within

thirty (30) days of the date of the entry of the Preliminary Approval Order. If the Compliance

Dispute Review Officer is no longer able to serve in such role for any reason, then a replacement

shall be chosen by mutual agreement of Notice Counsel and Defendants’ Counsel.
                      (3)     Fees and Costs

       CIGNA HealthCare shall pay the reasonable hourly fees and costs of the Compliance

Dispute Facilitator and the Compliance Dispute Review Officer.

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               b.     Who May Petition the Compliance Dispute Facilitator.

        The following may petition the Compliance Dispute Facilitator (each a “Petitioner”):

                      (1)     any Class Member who or which, based on particularized facts,

contends that CIGNA HealthCare has materially failed to perform specific obligations under

Section 7 of this Agreement, and that such Class Member is adversely affected by CIGNA

HealthCare’s failure to comply with such specific obligations under Section 7; and

                      (2)     any Signatory Medical Society, so long as such Signatory Medical

Society identifies in its petition to the Compliance Dispute Facilitator a Class Member who or

which satisfies the requirements of Section 15.2.b(1) and brings the Compliance Dispute solely

on behalf of such Class Member.
                      (3)     Nothing in subsections (1) and (2) of this Section 15.2.b is

intended or shall be construed to limit the remedies that the Compliance Dispute Review Officer

may order pursuant to Section 15.2.f(4) hereof.

               c.     Procedure for Submission, and Requirements, of Compliance Disputes.

                      (1)     Compliance Dispute Claim Form.

        Before the Compliance Dispute Facilitator may consider a Compliance Dispute, a

Petitioner must submit a properly completed Compliance Dispute Claim Form, attached hereto

as Exhibit 14 and approved by the Court, to the Compliance Dispute Facilitator. The

Compliance Dispute Claim Form may include supporting documentation or affidavit testimony.

The Compliance Dispute Claim Form shall be made available by the Compliance Dispute

Facilitator to Class Members upon request.
                      (2)     Qualifying Submissions.

        When the Compliance Dispute Facilitator is petitioned pursuant to Section 15.2.c(1) of

this Agreement, in order for the Compliance Dispute Facilitator to refer the Compliance Dispute

to the Compliance Dispute Review Officer, the Compliance Dispute Facilitator must determine

that:

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                                (a)    the Petitioner has satisfied the requirements of Section

15.2.b;

                                (b)    the Petitioner has submitted a properly completed Petition

not later than thirty (30) days after such Compliance Dispute arose;

                                (c)    in the Compliance Dispute Facilitator’s judgment, the

Petitioner’s Compliance Dispute is not frivolous;

                                (d)    the Petitioner sufficiently alleges adverse impact to the

Petitioner or, in the case of a Petitioner that is a Signatory Medical Society, the Class Member

identified in the Submission and on whose behalf the Compliance Dispute is brought, in each

case resulting from the alleged material failure by CIGNA HealthCare to comply with an

obligation under Section 7 of this Agreement to the Petitioner;
                                (e)    the Compliance Dispute cannot be easily resolved by the

Compliance Dispute Facilitator without the intervention of the Compliance Dispute Review

Officer; and

                                (f)    the Compliance Dispute is not properly the subject of a

proceeding pursuant to Section 7.10 or Section 7.11 or Section 7.12 of this Agreement.

          If the Compliance Dispute Facilitator determines that the Petitioner’s Compliance

Dispute is properly the subject of an External Review proceeding pursuant to Section 7.10 or

Section 7.11 or subject to a proceeding under Section 7.12 of this Agreement, the Compliance

Dispute Facilitator shall expressly inform the Petitioner of the external review procedures

available to such Petitioner.
                 d.     Rejection of Frivolous Claims.

          The Compliance Dispute Facilitator may reject as frivolous, and the Compliance Dispute

Review Officer shall not hear, any Compliance Dispute that the Compliance Dispute Facilitator

determines in his or her sole and absolute discretion to be frivolous, filed for nuisance purposes,

or otherwise without merit on its face. The Compliance Dispute Facilitator may issue a written

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explanation or a written order of the grounds for denial of Petitioner’s Compliance Dispute.

Petitioner shall have no right to appeal the Compliance Dispute Facilitator’s decision.

               e.      Dispute Resolution Without Referral to Compliance Dispute Review
                       Officer.
       If in the Compliance Dispute Facilitator’s judgment a Petitioner’s Compliance Dispute

can be resolved using available resources without the invocation of the Compliance Dispute

Review Officer’s authority, the Compliance Dispute Facilitator shall refer the Petitioner to the

appropriate resources or otherwise assist in the resolution of the Petitioner’s Dispute. All

Settling Parties agree that dispute resolution without invocation of the Compliance Dispute

Review Officer’s authority is preferable, and all Settling Parties further agree to assist the

Compliance Dispute Facilitator in these efforts.

               f.      Procedure for Compliance Dispute Review Officer Determination of
                       Compliance Disputes.

                       (1)     Initial Negotiation.
       In the event the Compliance Dispute Facilitator has determined that the Compliance

Dispute Review Officer should resolve a particular Compliance Dispute, the Compliance Dispute

Facilitator shall notify the Compliance Dispute Review Officer, Petitioner and CIGNA

HealthCare of such determination and the basis therefor. Unless the Petitioner specifies

otherwise, the Compliance Dispute Facilitator shall serve as the Petitioner’s representative in the
Compliance Dispute process thereafter with respect to such Compliance Dispute. The

Compliance Dispute Review Officer shall then direct the Petitioner and CIGNA HealthCare to

convene negotiations at a time and place agreeable to both so that they may reach agreement on

whether a breach of CIGNA HealthCare’s obligations under Section 7 of this Agreement has

occurred and, if so, what remedy, if any, should be implemented. At these negotiations, the

Compliance Dispute Review Officer shall, if requested by both the Petitioner and CIGNA

HealthCare, serve as a non-binding mediator. If the Petitioner and CIGNA HealthCare cannot

resolve the Compliance Dispute within ninety (90) days of the date of the determination and

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notification by the Compliance Dispute Facilitator that the Compliance Dispute Review Officer

should resolve the Compliance Dispute, then they shall so inform the Compliance Dispute

Review Officer.

                      (2)     Memoranda to Compliance Dispute Review Officer.

       If the Compliance Dispute Review Officer has been notified pursuant to Section 15.2.f(1)

that no agreement has been reached through negotiation, the Compliance Dispute Review Officer

shall request written memoranda from the Petitioner and CIGNA HealthCare as to the merits of

the Compliance Dispute and appropriate remedies for such Compliance Dispute. The Petitioner

shall have fifteen (15) days from the date of the Compliance Dispute Review Officer’s request to

submit its memorandum and appropriate supporting exhibits, and CIGNA HealthCare shall

respond within fifteen (15) days after CIGNA HealthCare’s receipt of the Petitioner’s

memorandum and accompanying exhibits. Requests for extensions of time for the submission of

such materials must be submitted to the Compliance Dispute Review Officer no less than five (5)

days before the date the memoranda and supporting exhibits in question are due.
                      (3)     Oral Argument Concerning Compliance Dispute.

       The Petitioner or CIGNA HealthCare may, at the time of submission of the memoranda

described in Section 15.2.f(2), request oral argument before the Compliance Dispute Review

Officer on the subject of the Compliance Dispute and appropriate remedies, if any. If either so

requests, the Compliance Dispute Review Officer shall hear such argument at a time and place

convenient to the Compliance Dispute Review Officer, the Petitioner, and CIGNA HealthCare.
                      (4)     Decisions by the Compliance Dispute Review Officer.

       In resolving a Compliance Dispute, the Compliance Dispute Review Officer shall decide,

based on the written submissions, oral argument and any other information that the Compliance

Dispute Review Officer in his or her sole discretion deems necessary, whether CIGNA

HealthCare has failed to comply with its obligations under Section 7 of this Agreement, and if so,

direct what actions are to be taken by CIGNA HealthCare. In no event shall the Compliance

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Dispute Review Officer direct that CIGNA HealthCare take actions above or beyond CIGNA

HealthCare’s obligations under Section 7 of this Agreement. The Compliance Dispute Review

Officer must, at the time he or she announces his or her decision, issue a written opinion setting

forth the basis of the decision.

                       (5)     Rehearing by the Compliance Dispute Review Officer.

       After the Compliance Dispute Review Officer has issued a written opinion in accordance

with Section 15.2.f(4), the Petitioner or CIGNA HealthCare, or both, may petition the

Compliance Dispute Review Officer within ten (10) days from receipt of the decision, in writing,

for rehearing on the question of whether a Section 7 violation has occurred and whether the

remedies (if any) required by the Compliance Dispute Review Officer are appropriate. The

Compliance Dispute Review Officer may deny the petition for rehearing or issue a new written

opinion after considering such a petition.
                       (6)     Systemic Violations.

       If the Compliance Dispute Review Officer determines that CIGNA HealthCare is

engaged in a systemic violation of its obligations under Section 7 of this Agreement, then the

Compliance Dispute Review Officer may order appropriate remedies to address such systemic

violation.

                       (7)     Finality of the Compliance Dispute Review Officer’s Decision.

       Upon the issuance of the Compliance Dispute Review Officer’s decision after a rehearing,

if any, the decision of the Compliance Dispute Review Officer shall be final unless appealed to

the Court, and such decision shall not be appealed by the Petitioner or CIGNA HealthCare to any

other federal court, any state court, any State Medical Society, any arbitration panel or any other

binding or non-binding dispute resolution mechanism. In the event that the Petitioner or CIGNA

HealthCare seeks review by the Court of a final decision of the Compliance Dispute Review

Officer, the Court shall consider only whether the Compliance Dispute Review Officer’s final

decision was “arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with

                                                140
law,” as defined by 5 U.S.C. § 706(2)(A), and whether the decision was contrary to or

inconsistent with the second sentence of Section 15.2.f(4) of this Agreement. If and only if the

Court finds the final decision was “arbitrary and capricious, an abuse of discretion, or otherwise

not in accordance with law,” or that the decision was contrary to or inconsistent with the second

sentence of Section 15.2.f(4) of this Agreement, the Court may remand the Compliance Dispute

to the Compliance Dispute Review Officer for further proceedings.

                       (8)     Enforcement by the Court.

       If the Compliance Dispute Review Officer certifies that either CIGNA HealthCare or the

Petitioner is not in compliance with any decision issued or remedy ordered by the Compliance

Dispute Review Officer, such Person shall have thirty (30) days from the date of such

certification to cure the non-compliance. If after such thirty (30) day period, the Person is not in

compliance and the Compliance Dispute Review Officer certifies that the Person has failed to

cure the non-compliance during such thirty (30) day period, the other Person (CIGNA

HealthCare or Petitioner, as the case may be) may petition the Court for enforcement.
16.    STAY OF DISCOVERY AND TERMINATION

       16.1    Until the Preliminary Approval Order has been entered, including the stay of

discovery as to the Released Persons in the form contained therein, the Releasing Parties and

Class Counsel covenant and agree that Class Counsel shall not pursue discovery against the

Released Persons and shall not in any way subsequently argue that the Released Persons have

failed to comply with their discovery obligations in any respect by reason of the Released

Persons’ suspension of discovery efforts following the Execution Date, except for authentication

of CIGNA HealthCare’s claims data bases and documents, with the understanding that Class

Counsel will first seek to resolve any authentication issue through stipulation. There shall not be

any stay of discovery from third parties because it may relate to CIGNA HealthCare or from

Released Persons who are former employees of CIGNA HealthCare. However, CIGNA



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HealthCare shall have the right to object to any discovery of third parties that relates solely to

CIGNA HealthCare.

       16.2    From and after Final Approval, the Releasing Parties and Class Counsel covenant

and agree that the Releasing Parties and Class Counsel shall not pursue discovery against the

Released Persons, except as stated above. Nothing contained herein shall preclude the Releasing

Parties or Class Counsel from introducing and relying on otherwise admissible evidence as to

other defendants.

       16.3    Notwithstanding the definition of Final Approval set forth in Section 1.59 of this

Agreement, if one or more notices of appeal are filed from the Final Order and Judgment,

CIGNA HealthCare shall have the right, in its sole and absolute discretion, to provide notice that

it shall thereafter be bound by this Agreement and the Settling Parties shall perform their

respective obligations as if Final Approval had occurred. If the Final Order and Judgment are

not affirmed in their entirety on any such appeal or discretionary review, CIGNA HealthCare

may terminate this Agreement by delivering a notice of termination to Notice Counsel. If

CIGNA HealthCare does not elect to so terminate this Agreement, CIGNA HealthCare shall be

entitled, in its sole and absolute discretion, to provide notice to Notice Counsel that it shall be

bound by the terms of this Agreement (if CIGNA HealthCare has not already done so pursuant to

the first sentence of this Section) and the Settling Parties shall continue to be bound by this

Agreement and shall perform their respective obligations hereunder as if the Final Order and

Judgment had been affirmed in its entirety on such appeal or discretionary review.

       16.4    This Agreement shall terminate (the “Termination Date”) upon the earlier to

occur of (i) termination of this Agreement by any Party pursuant to the terms hereof, and (ii) the

four year anniversary of the date of the entry of the Preliminary Approval Order. Effective on

the Termination Date, the provisions of this Agreement shall immediately become void and of no

further force and effect and there shall be no liability on the part of any of the Settling Parties,

except for willful or knowing breaches of this Agreement prior to the time of such termination;

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provided that in the event of a termination of this Agreement as contemplated by clause (ii) of

this Section 16.4, (A) the provisions of Sections 9.6, 13.1, 13.2, 13.4, 13.6, 13.7, 17.2, 17.3, 18

and 19.14 shall survive such termination indefinitely, (B) the provisions of Section 7.10 shall

survive such termination only with respect to, and only for so long as is necessary to resolve, any

Billing Disputes that are in the process of being resolved in the Billing Dispute External Review

Process as of the date of such termination and any disputes described in Section 7.11 that are

being resolved pursuant to the Medical Necessity External Review Process as of the date of such

termination, (C) the provisions of Section 7.12 shall survive such termination only with respect

to, and only for so long as is necessary to resolve, any Disputes that are in the process of being

resolved in that process as of the date of such termination and (D) the provisions of Section

15.2.f shall survive such termination only with respect to, and only for so long as is necessary to

resolve, any Compliance Disputes that are in the process of being resolved by the Compliance

Dispute Review Officer as of the date of such termination. In the event of termination of this

Agreement as contemplated by clause (ii) of this Section 16.4, CIGNA HealthCare agrees to file

as of the Termination Date a document (the “Certification”) with the Compliance Dispute

Review Officer enumerating the items described elsewhere in this Agreement as required

elements of such Certification. CIGNA HealthCare shall provide a copy of such Certification to

the members of the Physicians Advisory Committee. Upon the filing of the duly completed

Certification by CIGNA HealthCare on the Termination Date, all of CIGNA HealthCare’s

obligations under this Agreement shall be satisfied. No decision or ruling of the Compliance

Dispute Review Officer shall (except with respect to Clause “(D)” above) have any force on the

Settling Parties after the Termination Date and CIGNA HealthCare shall be under no obligation

to continue performance of any kind under this Agreement. CIGNA HealthCare may, in its sole

and absolute discretion, elect to continue after the Termination Date the implementation of

various business practices described in this Agreement.



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17.    RELATED PROVIDER TRACK ACTIONS

       17.1    Ordered Stays and Dismissals in Tag-Along Actions.

       As to any action brought by or on behalf of putative Class Members that asserts any

claim that as of Final Approval would constitute a Released Claim against CIGNA HealthCare,

other than the Kaiser or Shane actions, that has been, or will in the future, be consolidated with

the Provider Track Actions under MDL Docket No. 1334 (the “Tag-Along Actions”), Plaintiffs,

Class Counsel and CIGNA HealthCare shall cooperate to obtain an order of the Court, to be

included in the Preliminary Approval Order, providing for the interim stay of all proceedings as

to CIGNA HealthCare in each such action pending entry of the Final Order and Judgment, with

respect to the claims that are Released Claims under this Agreement. In addition, no later than

ten (10) Business Days after Final Approval, Plaintiffs, Class Counsel and CIGNA HealthCare

shall jointly apply for orders from the Court dismissing each of the Tag-Along Actions with

prejudice as to Released Claims against CIGNA HealthCare; provided that no such dismissal

order shall be sought with respect to any Tag-Along Action with respect to any named plaintiff

that has timely submitted an Opt Out request.

       17.2    Certain Related State Court Actions.

       As to any action in which at least one Class Counsel is counsel of record that is now

pending, hereafter may be filed in or remanded to any state court that asserts any of the Released

Claims against CIGNA HealthCare on behalf of any Class Member, Plaintiffs and Class Counsel

agree that they will cooperate with CIGNA HealthCare, and file all documents necessary (a) to

obtain an interim stay of all proceedings against CIGNA HealthCare in any such state court

action and (b) on or promptly after Final Approval, to obtain the dismissal with prejudice of any

such action to the extent that it asserts Released Claims as to CIGNA HealthCare, other than

with respect to any named plaintiff that has timely submitted an Opt Out request.




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          17.3   Other Related Actions.

          As to any action not referred to in Sections 17.1 and 17.2 that is now pending or hereafter

may be filed in any court that asserts any of the Released Claims against CIGNA HealthCare on

behalf of any Class Member, Plaintiffs and Class Counsel agree that they will cooperate with

CIGNA HealthCare, to the extent reasonably practicable, in CIGNA HealthCare’s effort to seek

relief from the Court or the forum court to obtain the interim stay and dismissal with prejudice of

such action as to CIGNA HealthCare to the extent necessary to effectuate the other provisions of

this Agreement.
18.       NOT EVIDENCE; NO ADMISSION OF LIABILITY

          The Settling Parties agree that in no event shall this Agreement, in whole or in part,

whether effective, terminated, or otherwise, or any of its provisions or any negotiations,

statements, or proceedings relating to it in any way be construed as, offered as, received as, used

as or deemed to be evidence of any kind in Kaiser or Shane or in any other action, or in any

judicial, administrative, regulatory or other proceeding, except in a proceeding to enforce this

Agreement. Without limiting the foregoing, neither this Agreement nor any related negotiations,

statements or proceedings shall be construed as, offered as, received as, used as or deemed to be

evidence or an admission or concession of liability or wrongdoing whatsoever or breach of any

duty on the part of CIGNA HealthCare, the Defendants or the Plaintiffs, or as a waiver by

CIGNA HealthCare, the Defendants or the Plaintiffs of any applicable defense, including without

limitation any applicable statute of limitations. None of the Settling Parties waives or intends to

waive any applicable attorney-client privilege or work product protection or mediation privilege

for any negotiations, statements or proceedings relating to this Agreement. The Settling Parties

agree that this provision shall survive the termination of this Agreement pursuant to the terms

hereof.




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19.    MISCELLANEOUS PROVISIONS

       19.1    Obligations Under Federal or State Law.

        Except as provided in this Agreement, nothing in this Agreement is intended to waive or

supersede any rights that Physicians or Signatory Medical Societies may have under state or

federal law or regulations.

       19.2    Application to Insured Plans and Self-Funded Plans.

       This Agreement applies to CIGNA HealthCare’s conduct with respect to both Insured

Plans and Self-Funded Plans, except where otherwise specified or as provided by applicable law.

       19.3    No Obligation to Facilitate Submission of Proofs of Claim.

       CIGNA HealthCare has no obligation under this Agreement to provide information to

facilitate the submission of any Proof of Claim except as specifically set forth in this Agreement.

       19.4    Amendment or Modification of Agreement.

       This Agreement may be amended or modified only by a written instrument signed by or

on behalf of all signatories to this Agreement (or their successors in interest) and approved by the

Court. Beginning eighteen (18) months after Final Approval, in the event CIGNA HealthCare

encounters a change in circumstances that will cause performance or maintenance of one or more

provisions of this Agreement to become impractical, it will provide notice thereof to Lead

Counsel with an explanation of the changed circumstances and the proposed change in the

Agreement. For this purpose, “impractical” shall mean a change in circumstances that would

place CIGNA HealthCare at a meaningful competitive disadvantage, or would make

performance or maintenance unduly burdensome, or would, on account of new technology, make

continued performance or maintenance inefficient or less cost-effective relative to use of the new

technology. Within thirty (30) days of the date of such notice, counsel for CIGNA HealthCare

and Notice Counsel will meet and confer regarding the proposed change and will attempt in good

faith to reach an agreement thereon. In this process, CIGNA HealthCare and Notice Counsel

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will consider whether there is a more efficient way in which to fulfill the intent of the applicable

aspect of the Agreement. If agreement is reached, CIGNA HealthCare and Notice Counsel will

jointly apply to the Court for a modification of this Settlement Agreement. If within thirty (30)

days after the date of the initial meeting of CIGNA HealthCare and Lead Counsel, agreement has

not been reached, then CIGNA HealthCare may apply to the Court for a modification of this

Settlement Agreement.

       19.5    Additional Signatory Medical Societies.

       Those additional medical societies desiring to become Signatory Medical Societies may
do so by signing an agreement in the form attached hereto as Exhibit 15.

        19.6   Counterparts.

       This Agreement may be executed in one or more counterparts. All executed counterparts

and each of them shall be deemed to be one and the same instrument. Class Counsel and

Defendants’ Counsel shall exchange among themselves original signed counterparts and a

complete set of original executed counterparts shall be filed with the Court. If one or more Class

Counsel or Kaiser Counsel, and/or one or more Class Representative Plaintiffs do not execute

this Agreement, the Agreement shall be binding upon all signatories and shall nevertheless be

presented to the Court for preliminary and final approval.

       19.7    Retention by Court of Jurisdiction.

       Without affecting the finality of the Final Order and Judgment entered in accordance with

this Agreement, the Court shall retain exclusive jurisdiction with respect to the implementation

and enforcement of the terms of this Agreement and all orders issued with respect to this

Agreement. All Settling Parties submit to the jurisdiction of the Court for purposes of

implementing and enforcing the Settlement embodied in this Agreement.




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       19.8      Notices, Notice Counsel, and Implementation of Agreement.

       Any notice to the parties required to be given under the terms of this Agreement shall be

given in writing to Notice Counsel (the persons listed below) and Defendants’ Counsel. Notice

Counsel are:

       Archie C. Lamb, Jr.

       Harley S. Tropin

       Edith M. Kallas

       These Class Counsel agree that they will promptly respond to any notice from CIGNA

HealthCare, and they shall be responsible for informing CIGNA HealthCare of any decision by

Class Counsel.
       CIGNA HealthCare also agrees to provide all notices due under this Agreement to Debra

Brewer Hayes.

       Notices to Defendants’ Counsel shall be submitted to:

John G. Harkins, Jr.                  Marty L. Steinberg
Eleanor Morris Illoway                Hunton & Williams
Harkins Cunningham LLP                Mellon Financial Center
2800 One Commerce Square              1111 Brickell Avenue, Suite 2500
2005 Market Street                    Miami, FL 33131-3136
Philadelphia, PA 19103-7042
       On behalf of CIGNA HealthCare, said counsel agree to respond promptly to any notice

from Notice Counsel and shall be responsible for informing Notice Counsel of any decision by

CIGNA HealthCare.
       19.9      Headings.

       The descriptive headings contained in this Agreement are for convenience of reference

only and shall not affect in any way the meaning or interpretation of this Agreement.

       19.10 Governing Law.

       This Agreement and all agreements, exhibits, and documents relating to this Agreement

shall be construed under the laws of the State of Florida, excluding its choice of law rules.


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       19.11 Entire Agreement.

       This Agreement, including its Exhibits, contains an entire, complete, and integrated

statement of each and every term and provision agreed to by and among the Settling Parties; it is

not subject to any condition not provided for herein. This Agreement supersedes any prior

agreements or understandings, whether written or oral, between and among Plaintiffs, Class

Members, Class Counsel, Kaiser Counsel, and CIGNA HealthCare regarding the subject matter

of the Litigation or this Agreement. This Agreement shall not be modified in any respect except

by a writing executed by all the Settling Parties or as provided in Section 19.4.
       19.12 No Presumption Against Drafter.

       None of the Settling Parties shall be considered to be the drafter of this Agreement or any

provision hereof for the purpose of any statute, case law, or rule of interpretation or construction

that would or might cause any provision to be construed against the drafter hereof. This

Agreement was drafted with substantial input by all Settling Parties and their counsel, and no

reliance was placed on any representations other than those contained herein.

       19.13 Cooperation.

       Plaintiffs, Class Counsel and CIGNA HealthCare agree to move that the Court enter an

order to the effect that should any Person desire any discovery incident to (or which the Person

contends is necessary to) the approval of this Agreement, the Person must first obtain an order

from the Court that permits such discovery.
       19.14 Successors and Assigns.

       The provisions of this Agreement shall be binding upon and inure to the benefit of the

successors of the Settling Parties and shall be binding upon the assigns of the Class Members;

provided that CIGNA HealthCare may not assign, delegate or otherwise transfer any of its rights

or obligations under this Agreement without the consent of Notice Counsel.




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